


A Spider swings into Maretropolis

by jboy44



Category: Marvel (Comics), My Little Pony: Friendship is Magic, Spider-Man - All Media Types
Genre: F/F, F/M, Harems, Multiple Pairings, Multiple Partners
Language: English
Status: In-Progress
Published: 2020-10-30
Updated: 2021-03-05
Packaged: 2021-03-09 04:47:54
Rating: Explicit
Warnings: Creator Chose Not To Use Archive Warnings
Chapters: 54
Words: 74,065
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/27288904
Author URL: https://archiveofourown.org/users/jboy44/pseuds/jboy44
Summary: Peter parker one day is confronted by Kindered the Demon offering him away out of his first contract and a way to save his daughter. With the promise of a new life in a new land beside the daughter he thought he lost so long ago. The spider now swings into the city of maretropolis as the spectacular spidermane!
Comments: 7
Kudos: 8





	1. start part one

Peter was walking into his apartment but out of nowhere he found himself in a tomb standing before a demonic goblin with a large centipede hang around him and he said, "hi Pete or would you rather be called spiderman?"

Peter got in a stance at it but the demon said, "Peter man stop and think if I meant you harm tingle tingle would the spider sense go man!"

The parker then said, "Ok who are you ? what do you want and who are you!?"

the demon said, "right I guess it's confusing with that clone of me living my life! Well Green goblin cloned me when I died and he was on a need an heir kick! The harry you know is a clone I am the real one who went down to hell and got offered a job out of who my daddy was! That's right green goblins son in hell not thrown into the lake of fire offered job and I took it!"

Peter blinked, "and why should I believe that!?" he said getting defensive.

Harry then sighed and said, " I figured as much so here!" he walked up whispered something and peter jumped and said, "believe me!"

Peter nodded and said, "yeah you have but What you doing I am not making a deal with a demon!"

harry then pulled out a contract, "but you have! To save your Aunt May's life you sighed and made it so you can't have happiness here! With is why you and MJ broke up, you lose those totem powers and what not! don't believe me wait!" he then snapped and they where in a new city and peter held his head. " I've moved us to a new city so your real members are returning. Now here is the deal sense the demon you sighed with is dethroned and beaten you have a right to renegotiate!"

peter blinked as harry put a suit case down , " this is maretroplis a city in another world. Were super heroes are loved, and it is made with low tech and magic So you can remake parker industries easy here I would call it prancer industries and your self Peter Prancer to fit in. but here is it as we are friends I am going to point out the brake clause !"

Peter blinked as he sat In a chair, "A what clause?"

Kindred point to a section, "Should the sigher that's you beat the demon who holds power over this contract all negatives shall be lifted while the positive remain with in this case would be a new life were people will cheer you as a hero! May be love and as we are friends I'll even give you back your Daughter Mayday parker! Who by the way is was still alive being abused by the fake nurse who kidnapped her, She was using it to black mail my dad!"

Peter jumped up and grabbed him, "STOP PLAYING GAMES GIVE HER BACK!"

Kinder held his arms out as he said, "Pete man I am abusing all the loopholes in hell right now as it is! Look I already got her the bitch sold her I gave her the full history of her she believed it as spider powers coming in. and I hid her somewhere here. As soon as you sigh on the line the contract will start new. She will stay here you will stay here, the bad guy I brought back can't hurt her for twenty four hours! After that well better be fast. Best I can do pete man!"

the demon held the contract as he said, "sigh get your make over suit and power up!" peter touched the contract and in a moment he was changed.

he was now an anthro earth pony his normal outfit remained, his fur cream his mane and tail still brown as Kindersaid, "the stingers and natural webbing are back now for that suit I promised"

he then held his hands out and in a moment Peter was in a new spider suit, Blue body suit with red spider boots no web pattern, red chest arrow with a vest like collar blue neck area four robotic spider legs blue arms red gloves up to his elbows red mask with the white lens with red rim, red belt for gadgets and wrist device. His tail was wrapped up in red wrap so only the tail fluff at the top was shown and his mane was out through a crack in the mask making it look like a mohawk.

Peter looked at it and stretched Kinder then said," I gave you all those things octo had antisymbiote wrist things, nanite tracers, tech gauntlet ,spider legs, dark to protect eyes lens and it for the finishing touch!" he touched peter's chest putting the black spider symbol on the chest, "it's all nanotech mixed with magic and will retract into that spider symbol when removed and be summoned when you put it on!"

Kinder then said, "hope you win and beat me spidermane time starts now!" he and his desk was gone leaving the with him!

Peter looked around touching the suit as he said, "Gee don't give me a hint Harry!" he said before he heard a blast as he said, "sorry I doubted you harry!" he then jumped and web swung to it anthro ponies on buildings look at him weird.

Peter jumped on a side of a wall and looked in a few windows and said, "ok so mild gender role reverse! Great males right's figure! I guess that won't be so bad! Focus peter no time for funny joke around Daughter is on the line and so is your soul!"

Meanwhile at the explosion site the anthro power ponies where fighting.

Saddle rager was current eight foot tall but still pretty much like the shehulk as she lifted a car to throw it only for a fire blast to explode it, "I get my mind and my super strength and it's useless."

Zap was in the air calling down lighting but it did nothing as a flaming sword blocked it.

before them was the hobgoblin his face not a mask but a true demonic face using his sword of fire to absorb the lighting making it grow as his bat wings flapped. "Oh you ladies make me laugh!"

Radiance made a dome construct around her, "let the fire take away his air!" she then gasped as he just broke it with a punch.

masked matter horn touched the side of her head to fire off a freeze beam but the goblin slashed it making it become steam letting him hide and throw around fire ball's shaped like Jack-o-lanterns that exploded around them.

Fili-second was running for her life to avoid, "why can't we touch him!" She maniced.

That is when mistress mare-velous throw a hoofarangs in to the cloud and a scream of pain was heard form the demonic goblin as he said, "OUCH! HERE IN THE NAME OF THE FIRST THROUGH FIFTH LEVELS OF THE PITS OF FLAMES DID YOU FIND URU METAL!"

he then flow out using his sword blade as a whip to knock the amazon lady around as he said," YOU ARE THE ONLY THREAT!"

In a moment spidermane landed on his back his four spider legs stretching to strike the back as he flipped landing a left stinger strike to his eye, "how about you grow a heart Jason!" he then jumped firing a web line to land on the side of the building facing the goblin hands and feet or hooves on it his spider legs out as he looked forward his lens mimicking a glare as his eyes glow.

both his wrist stingers out. The goblin held his now empty left eye, "SPIDER TOTEM STINGER! THAT'S WORST THEN URU METAL! Wait Spidermane you really did follow me to another world to get your daughter back! Doesn't matter, by this time tomorrow I won't need her and I'll just cut that six year girl's pretty little head off!"

the power ponies gasped and yelled in horror at what they just heard.

the spiderman held his wrist outs calling out his stingers as he said, "What makes you think I'll let you harm her!" he said jumping in to fight and doing what the power ponies couldn't he was avoiding all the demons strikes thanks to his spidersense but now that the goblin new him he couldn't land a blow.

The goblin said," oh come on spidey I know you can do better but you won't as you need me to tell you where your daughter is!" in a moment a ball of web hit him in the face and the top left spider leg went down for a strike.

Only for the goblin to become fire and it to avoid it," I'll regrow after all I only need to beat the clock to do all I want!" he laughed leaving peter with the stunned power ponies.

he then turned to them and he retracked his spiderlegs and stingers, "I kind of need your help Like the monster said I am not form here I don't know the city!" he put a hand on his chest, "look we are all super heroes you help me figure out where he is hiding and save my daughter I'll help you please!"

Meanwhile.

Kindred was watching, "come on peter I know you have this!"

to be continued.


	2. start part two

In the power pony base.

Fili-second was blushing hiding her figure she was a petite sporty mare, but when she looked at her team mates model figures she felt unattractive. Marey looked to saddle rager she had shrunk down into her not using her powers state and even like that She had the most talent if you will. She growled looking to the unmasked spidermane. She believed his alien stuff has he had showed them eletro plating.

by using one of Mare-velous hoofa-rangers to coat me metal mess cooking glove with the golden metal.

he was currently giving all of them a pair of the plate gloves to touch him! Saddle rager turned on her powers right away the fingers broke but she said, 'It's ok the knuckles of the punches will still work."

Zapp was putting on hers but her royal butt comment she had changed our outfit to be legless , with her normal heel boots, she claimed it was because the other was riding her the wrong way but it was transparent she was trying to show off her legs to the super stallion. " and what am I going to do with this remote weather control is my power!"

Masked matter horn adjust her gloves, "Some thing I plan on doing charging them with something like say lighting!?" she said holding hands up.

Mare-velous smiled as she said, "My rope is already covered with the stuff I'll just use it like a whip!"

Radiance who had changed to legless but with over the heel boots adjusted her mane and looked curiously , "your such a smart Guy mind telling Me us why this Goblin mane isn't just going to kill your daughter, not that I am sad we can save her!"

Peter put on his mask as he had the magic nanobots that made up his suit absorb the hoofarang'a uru metal adding it to all parts of it as he said, "He's a demon everything is a game to them! Games have rules!"

Masked matter horn adjusted her mask as she said, "well now That is horrible but useful to us but why would someone who hates you agree to this Game!"

Spidermane opened a window and said, "Simple put he wants a chance at revenge on me! Long story short he was resurrected brought back to life as a demon, his last plan end with his boss killing by by ripping out his heart after he failed to do the same to me!" he said wall crawling up the power ponies went to miss him.

once on the roof fili-second said, "so what a demon got your daughter and offered this sick game to get her back!"

Peter then said, "that's a summary of it!" he said looking at his gauntlets screens as he said, "Look I put part of the suit on him and the Suit can sense it's parts! The big dot is me the smaller dot is him and the blue lines are where he's been!"

Trott tan over and looked at it, "Gee they all cross one place!" Peter nodded and said, "that's the intersect point between all his flights he is even patrolling it! Him staying alive depends on winning the game! So he is clearly focus on guarding my daughter! So how much are you will to bet that's where he is only problem is I don't know the city!"

In a moment Fili-second was beside him blushing holding a map under it, "if the thing is facing your way it would be their that old closed down rainbow factory!"

peter's lens mimicked a raised eye brow but he listened, "Ok then I guess we move out then!"

Radiance made a plane for her Fili-second and masked matter horn to ride in! Peter web swung behind them Noticing his web landed on a cloud and he blinked under his mask at it before shaking it off." Get May first start tech revolution later!"

Aurora was flying as she said, "A rainbow factory being home to a killer monster who wants to end a foals life who would have though!" she said horrified at it as they found it and head in.

Inside of it in what looked like a Cell was a little foal sitting dressed in rags she was dirty she had red mane and tail but her fathers fur and eye colors.

In a moment saddle rager who was angry flow to her and peter held out his hand, "NO WAIT TRAP!" before long one of the machines started grabbing her wings making her scream in pain.

hobogoblin then same out laughing, as he flow in grabbing her face making her shrink and fall down, "and their knocked out one Pony easily! Oh Spidey think I wouldn't know you would trace me to find your daughter now I have the advantage! I have wired this please with explosives one spark And you all blow up and I stay laughing through the hell fire!" he said holding out his arms, "go ahead fire off energy or use lighting!" he said as the lights form the moon shined in to see the bombs everywhere. "you'll just kill the spider's lost daughter!"

may was shaking she was five first she was happy to hear the horrible woman wasn't her mother and her dad was an avenger and she was only in this mess thanks to goblins. No here she was, once more being used by a goblin against her dad she shock and looked to spidermane, "…. Dad? "

Peter growled at this Zap, Matter horn and radiance standing down leaving just spidey Mare-velous and Fili-second, as he said, "goblin!" in a moment he web line zipped to him The goblin went to use his wings as a shield but his boot's hidden talon came out slashing his wing making him scream and the cuts glow, "OH MOTHER FUCKER THAT HURTS!"

the hobgoblin was knocked back as Mare-velous went to use her rope to grab him he hissed in pain, "it hurts but you forget one thing lady I am a laughing mad man!" he then let out his laugh a sonic blast Mare-velous away knocking her through the wall pulling goblin out.

before long Radiance jumped out to grab her friend on a plate form construct only for Goblin to slip free and use the scream again to knock away the other two as he flow back in tackling Peter when he was inches form his daughter's cave! "Oh come on spidey! You don't have the guts!" he then screamed in pain as the four spider legs dug in holding him still as Peter used his left's hands stinger to keep his mouth shut as he yelled, "ONE OF YOU LADIES MIND GETTING MY DAUGHTER OUT OF HERE!"

In a moment Fili-second was at the cage and she cave rapid punches with her earth pony strength to brake her free and got her, "come on May you can hug your Dad later!" before long she passed the six year old Filly to Zapp who flow off with her out the window as the Goblin screamed.

when May was gone hobo goblin held his hand out summoning a fireball making the place explode. Before long the factory exploded.

Masked matter horn used a horn to make an ice slide to slide her and the waking up saddle rager down.

Fili-second was screaming holding on to peter who swung a web spinning them around a building landing on the side as peter said, "don't worry Fili- I got you!" she said putting on her a fire escape to those watching's stun at the super stallion.

pictures where being taken when the goblin came down flying covered in glowing cuts his lips remove showing only his teeth, "you got her! You saved your daughter! I am doomed!" he then screamed his sonic scream making Glass shatter and everyone hold their ears.

the Goblin was laughing as he also summoned pumpkin bombs throwing them away as he yelled out, "SO I AM TAKING AS MANY WITH ME AS POSSIBLE!"

Peter quickly held his head making the suit glow as he got up just fine swinging a web kicking him making him stop the screen, "sound bending! The scream can't touch me!" the Goblin went down as Peter web line zipped coming down landing blows with his Feet with them the talons, his hands and with them stingers and the four spider legs for eight stabs to the chest knocking down the goblin.

spidermane flipped landing on side a building as Saddle rager woke up, "What are you Ladies waiting for time to power pony up!" he said swing forward.

Saddle rager ripped off piece of a building to stick her ears happily. As she glow down using her fingerless metal glows she landed a punch to the demon's gut making him spit up fire.

Radiance made a construct that covered her body like an mech to land a punch as he got up with her own hands while protecting her ears.

Masked matter horn held out a hand and fired a beam that hit the glove then the goblin making a massive hole in his gut to her horror as he just laughed it off.

Mare-velous was throwing her hoofa-rangers landing hit after hit as she said, "this is the easy part!"

Fili-second then appeared and rapidly punched at him!" big time!" before long she jumped back as the son came up and the goblin screamed in the day light, "DAY LIGHT I'M DEAD BUT I WON'T BE THE LAST SPIDERMANE!" he said as his remains burned away ash on the wind!

the following day papers would buzz about the super stallion spidermane and the goblin! But for now peter web swung to the power pony tower where he land on the roof removed his mask got down and hugged his daughter who ran into his arms crying.

peter teared up as well.

to be continued.


	3. Chapter 3

It was weeks later and in an office peter now going by Peter prancer was dressed in a formal grey suit white under shirt Tie and sleeping on his lap was May. He smiled at her the six year old was dressed in white shirt blue jacket blue knee length skirt white stockings blue flats with a white bow dying her mane in to a pony tail it was a school uniform but he smiled happily at his daughter.

the last few weeks were a dream come true he had his daughter back he remembered how moved to tears was when he got her new cloths read her a bed time story and sent her to school.

he had used his tech knowledge to start a company of tech the only tech company Prancer industries! It worked he had brough the ponies in to the early ninety hundreds electronics house phones Televisions with was currently used as radios of for watching home movie releases.

With how much money people were spending on movies the movie industry puta thank you peter prancer in credits turns out ponies would pay three times as much for home media tape then a ticket to watch at home.

he smiled he was officially marked as the smartest pony and Riches equine on the planet. He adjusted his tie, Plus like he thought in a gender role reverse world Spidermane became a symbol of male rights movements, right behind peter himself.

he sighed, "… come on Peter just wait for the parker luck turn!" he said looking out his window. He was currently working on home video cameras , then internet and computers. To bring about text, internet research , instant messages online shopping and the world of internet entertainment. A good bit of his tech had magic fill ins for gasp the pony world didn't have.

he sighed as he said, "Come Peter don't go expecting it!"

Elsewhere in the city Trot summers out of costume was walking around in her civilian form she was dressed in a Black business suit skirt, and heels complete with stockings. She adjusted her tie and said, "come on Trot you owe peter for this day job get the crystal deal he needs for focus.

She then walked in to a building and said, "Trot summers here for the contract sighing with your boss with Prancer industries."

the desk lady sighed, "A mare working for a stallion what is the world coming to!" trot rolled her eyes at it and said, " Please I see the small screen Tv you have hidden under their and a movie tap on pause! You got the portal model he made for break time!"

the mare rolled her eyes and looked down the so called portal Tv was boom box sized had a black and white screen covering most of the front, the corner had controls up top the eject button and the slightly bigger then a vhs tape loader as the mare said, "he got one good crazy idea nothing else!"

Meanwhile in the city As mare-velous had no secret identity she was patrolling.

she was currently sitting out side a warehouse having used a pay phone to call the cops as she looked to the tied up robbers who tried to steal a ware house of Tvs.

one of the lady's said, "come on now we're mares! Let me go! Show that ass who things he is all that stallion prancer he is still just a colt so he's a dolt!"

Mare-velous then growled and slapped her as she said, "HE IS A SINGLE FATHER WOMAN!" she growled like the rest of the team she was following hard for spidermane in and out of costume and she growled, unlike her friends she had no secret identity to be seen with him.

if she dated him it would be Peter prancer dates power pony putting little May back in danger! She growled it was unfair and if she dated spidermane people would think she was cheating if she kissed Peter outside of costume, She had the worst possible luck with love because of this.

Elsewhere.

Green gardener was piloting a zeppelin with prancer industry's on the side! the company she worked for was going out of business as peter made those personal train cars with wheels for untracked rolling and turning known as cars so their larger cousins buses was replacing trains and Zeppelin's as go tos for transport.

she smiled though he bought her company to save it! on the side of the balloon part their was paint on adds for products he called it advertising to make the flights useful even if the ponies she carried were now few and most of them not wanting to use something invented by a stallion. " as Peterkins would say fucking bitches!"

Elsewhere.

Marey was in her police uniform carrying the robbers at the warehouse away into the new cell backed police carriers they had. Three cells back left side door one, and right side door one for carrying a lot at once it was an improvement thanks to their tech getting uplifted by an alien that was cute.

She blushed at a picture of Peter and said, "thanks mare-velous I'll tell Peter what you did at his next fundraiser for the police!"

A mare officer," who cares about the rich mane! Give me the spider anyday!" she said dreamingly at it! Marey growled at it.

Meanwhile in a lab spruce was in a purple dress and white lab coat in her normal sized form smiling happily.

Peter had hired her so she was back to scientist the events that lead to her saddle rager powers got her black listed but he hired her she smiled as she happily said, "Got to love that mane!" she said blushing images of her in wedding dress kissing him dancing in her head.

She shock it off as she said," focus Spruce!"

elsewhere in

aurora was dressed in sideless black skirt with tribal markings of clouds in white. She had a similar print simple top, walking in hoof sandals. Her hair not spikey but down she had golden bands around her wrist.

She was disowned by her tribe for leaving but right now but while walking around she was thankful for Peter she was red moving her mane behind her ears as she said, "stupid hot as hell super stallion!"

some random pony overheard that and asked, "Peter spidermane or both sister?" the former prince said, "Both!"

the random lady said, "I hear you sister!"

Elsewhere back in Peter's office he had May hiding under his desk as he dover to avoid a sword putting on the spider symbol giving him his magic nanobot suit.

the owner of the sword. A mare with Black mane and tail white fur red eyes and an earth pony dressed in a red tunic golden arm bands golden sandal boots holding a golden sword and shield as she said, "All this means is I have two targets instead of one!"

Spidermane point his wrist to fire off a steam of fire making the mare block with the shield but fire still came around it making her roll to put out mane fire, "May Run! Till then your dad's been kidnapped and spidermane is on the scene with the kidnapper!"

May Ran as the mare charged, "teaching her to lie after I slay you I'll take her back to Alfalfis and make a true Filizon out of her!" She said charging in for a slash only for a spider leg to hold it back as three more moved in form three direction slashes.

She was able to Block one as she moved but she still growled as her long flowing mane got lashed by one of the legs as Spidermane said, "Alfalfi mare-velous's home! So what this about me being a stallion running the show!"

the filizon said, "yes can't have that! To allow it dishonors me more then mare-velous or my name isn't Antras Dolofonos!"

Peter stood their and pointed saying, "you realize in the langue my home land calls Greek your mane means ender of the lives of stallions, right?"

the filizon smiled as she said, "No but I will wear that with pride!"

to be continued.


	4. Chapter 4

Antras was slashing her sword in the street but Spidermane's spider legs were blocking each strike with the other three slashing at her , the shield of her's blocked one but two landed cuts to her shoulders.

the Filizon jumped back stunned growling, " I am bleed by the hands of a stallion THIS DISGRACE WILL NOT STAND!"

Mare-velous came on the seen she had heard a report of peter being kidnapped by an attacker wanting to take May away form him and cut his head off who was now battling spidermane. She know what was up right away.

she watched as Peter jumped up and fired off his wrist flame throwers making the mare jump back to avoid.

mare-velous tried her best to live by the Filizon code always be true, always do right, Always remind stallions they were weaker then mares. The last part she came to understand wasn't true as soon as they had male villains who where just as hard to beat as the ladies. The first two she was starting to doubt.

She held her chin watching as Antras growled switching to throwing hoofarangs only for spidermane to avoid them with flips landing him on side of a wall where he fired off more fire blast making the evil Filizon roll dropping her shield as she did so.

to always do right by his daughter Peter had to live a double life to keep her safe, and failing to keep the hero and Peter not connected let to him losing so many years of his daughter and the girls mother. He couldn't be honest and do right!

She also had to help in this as they where teammates Spidermane would probably ask her to come with him and pretend to have saved Peter to keep the secret and Mayday safe. She held her chin holding her head slowly realizing it, "the filizon code is wrong!"

Antras the noticed Mare-velous but before she could say anything Peter knocked her out with a punch to the face as he said, "Care to come help me save Mr prancer after dropping this nut case at the police?"

Mare-velous nodded and soon she was jumping form roof tops following the web swinging spider as she said, "Can you help me get a secret identity?"

peter landed on the side of a warehouse as he said, "and what's with the sudden change of mind!"

the filizon hero said, "Slowly realizing the filizon code is a pile of shit as you would say! You can't always do right and always be true and the stallions are weaker then mares part is clearly wrong as you beat a filizon with out trying! The code I sweated to live by form a home land I can not return to is wrong! Time to move on!"

later on Peter was brought to a police station where his daughter ran up to and hugged him mare-velous watching.

Later on in the power pony tower Mare-velous was out of costume modeling a look for radiance. It was white shirt with a heart with spidermane's mask on it. blue jeans brown cow girl boots a western hat and vest.

she put on western gloves and said, "I know my face is the same but you girls run around not to much covered now I just need a cover name?"

Radiance looked at her, "yes what are you thinking?"

the filizon blushed, "Marelen, jumper!" he said smiling happily at the name, "so I can be nicked named MJ!"

Green growled," but that's May's mother's nick name… YOU NAG!"

the now named Marelen smiled, " oh please we all know this will end with us being his herd but it's the place as head wife that is up for grabs! If we are going to play play to win my future subwife!" She said walking up with a spring in her step!"

That was when they heard a blast form the private lab Peter had at the base and he walked out the room letting out smoke as he said, "Finally got it!"

he said holding a lantern that had a pile of screaming black slime in it!

Saddle rager point at it and said," WHAT IS THAT THING!?"

the parker rubbed his neck, "short answer the remains of a parasite that once tried to body jack me found out a bit of it was still in me and been trying to get it out! neck hurts it was a fighter! It can't handle lighting fire and loud sounds as long as it's in this lantern that generates flame by absorbing light it's harmless! But let's find a place to lock it up!"

but in a moment Peter noticed a red spiral forming on it and glowing, "what is this?"

that is when they all heard a new voice saying, "A homing beacon bro!"

that is when they turned to see a mare who looked like a lady Peter, in a fabric black suit mask off, Peter removed his mask, "Teresa?"

the mare held her arms out, "that's right big brother it's me!" they then hugged as May walked in to gasp In shock with the other mares watching.

masked matter horn said, "he has a sister…. "

the younger parker sibling then flipped to show off her sitting on the roof, "and I became one of the spider society's hunter giving me spider powers! But enough about this I am here as I followed hydra you know that super villain group that are Spy parents went undercover in! but they got their cover blown!"

May gasped, "GRANDMA AND GRANDPA WHERE SPIES!"

Fili-second blinked and let out , "so we are talking generations of awesome!" In a moment Teresa was hugging May.

Peter then crossed his arms and said, "And what is hydra doing here and why does it have to involve my Symbiote codex?!" he said looking at it.

the new mare then said, "simple they were about to be bust back home so they opened a portal to a new worked I followed but they harvest codex to make a full symbiote and I was forced out by the parasite being worn by baron Zemo you know the guy who cut off our parents heads!"

Peter growled putting his mask on as he said, "And let me guess the patch work thing is detecting this one now? With is how I found it?"

the tower was shaking.

outside were hydra troops and what looked like a Green version of venom who's trim was yellow and the spider mark was yellow with the hydra logo as it hissed holding a symbiote biomass covered sword making it massive and covered in blades like a saw, "SPIDER I WANT THE CODEX I WANT IT! GIVE ME THE THING YOU GUARD AND I WON'T CUT YOUR HEAD OFF LIKE I DID YOUR MOTHER AND FATHER!"

Mare-velous was already changed in to her costume as she said, "… Fire lighting and loud sounds?" peter nodded as his little sister masked up.

Peter handed the codex jar to May and said, "Guard it may I seen you wall crawling use your spider sense to keep it out of their hands I am sorry to ask this!"

Amy smiled up at her father she said' I will do you proud dad!"

when the adult ponies left May ran in to her room to change into a spidermane costume she bought she was going to be the spiderling tonight.

to be continued.


	5. Chapter 5

Zemo Venom roared as Spidermane swung around him avoiding his sword blade as he roared, "hold still and die like your parents spider!"

peter was on side of a wall and her held out his wrist to shoot of steams of fire making the symbiote covered hydra leader roar as he ran off," nope!" he said flatly.

Teresa or spidermare was web swing around a group of hydra soldiers while shooting another webline leading to them being all tied up as she said, "That's my big brother!"

Mare-velous was running barely able to avoid gun fire " No one better reverse engineer this things!"

Fili-second was using her speed to pull out the power cells of the weapons at high speed to disarm them, "Working on that ladies!"

Masked matter horn looked down firing off cold beams freezing the ground with the hydra army's feet on it as she said, 'just earth ponies it's creepy!"

radiance was using her bracelets to cage a few of them in a dome when they went to fire on civilians, "Get out of here Everypony! This is horrible!"

Zapp was calling down lighting bolts on Venom as she called out, 'be gone demonic parasite!"

the lighting make the symbiote scream and struggle to move form it's host who kept on swinging that sword around roaring in rage!

saddle rager in her larger form was charging trading punches with what looked like a hydra boot leg hulk buster in green and gold her fist where denting it she had two edges on it more speed and flight!

allowing her to fly and avoid a punch that left a crater in the street, she panted, "HOW MANY ARE THEIR!"

Peter then web swung to avoid acid spit as he said, "they get their named form my homelands legend of a hydra a beast that grows two heads when one is cut off giving near endless fangs to eat you with! So almost endless like the legends teeth!"

Mare-velous was panting throwing hoofarangs into the horde as she said," … well fuck! Pardon my space ape!"

Meanwhile inide.

May was giggling in the air vents wallcrawling around as she dropped a disk down a grate and in a moment it explode on a group of hydra soldiers that got in as she said," the little spiderling wants to play!"

she then looked to the lantern the slime inside struggling to get free banging against the glass and the fire in it and she tapped something in her costume's mask, "Daddy the thing is struggling in the fire trying to brake out!"

Meanwhile outside while landing on the street and barrel rolling and summoning his spider legs to slash the hydra knock off Venom he tapped the side of his mask, "makes sense! It wants to join this mass of codexs!"

Peter watched as his slashes where blocked by the biomass covered sword," this is fucked!"

Zemo roared with his super wide mouth screaming as he yelled out, "I WILL EAT YOUR BRAIN!"

the power ponies gasped as peter said, " Dude I under stand symbiotes need tetrahydrocannabinol chemicals to survive like we need water but you can find it in both chocolate and brains!"

the power ponies and a good pit of the hydra army stopped fighting and said," NEVER THOUGH I WOULD HEAR THAT!"

Zemo roared, "I HATE CHOCLATE! IT REMINDS ME OF PUPPIES THAT AREN'T TIED UP IN A BAG AND THROWN IN A RIVER TO DROWN!"

the power ponies all gasped in horror while fighting at what they just heard, as they never heard something so horrible.

Peter flipped to avoid symboite tendril strikes as he said, "you all don't want to meet carnage his thing is dead new born foals!" the power ponies all screamed in horror. "I am so happy this world doesn't know evil like my back home!" he said as he fired off more streams of fire!

but they killed out and Peter said, "and out of fuel fuck!" he said web swinging out of the way of a painful roaring flaming symbiote fist.

the symbiote was changing the yellow going red and the hydra symbol slowly morphing to Knull's dragon! " your losing it Zemo! The symboite is responding less on it's own less form you and more on Knull's instinct life and light for it!"

the symbiote roared as it's face morphed into a red spiral and hissed, "IN THE NAME OF THE LORD OF DARKNESS KNULL ALL WILL DIE BY HYDRA'S MIGHT!"

Spidermare was on side of a wall as she held a hand up, "yep baron Zemo has left the building!" she said before flipping off to avoid a shot, "Do this guys ever give!" she said firing off web balls that explode cocooning the ones she hit.

Inside May saw the slime brake out and race off as she hit her mask while resting on a wall and said," Dad the slime broke out of the lantern!"

outside the slime the venom codex lungs diving into the hydra symbiote making it go form Green to black in a moment it roared growing spikes that impaled murdering hydra forces making the endless army turn to run as one named bob said, 'HE HAS LOST CONTROL FALL BACK!"

the power ponies, Spidermare and Spidermane grouped together as Peter tapped his mask, "sweetie Daddy can see that! We aren't fighting hydra or Zemo anymore!" he said watching the symbiote drop the sword," we fight Venom!"

Venom roared as he screamed, "IN THE NAME OF KNULL WE WILL EAT ALL YOUR BRAINS AND HAVE OUR REVENGE FOR YOU THORWING US AWAY SPIDER! YOU SHOULD HAVE LET ME FUSE WITH YOU FOR LIVE!" it said running as Zapp called down lighting hitting it but all it did was hiss as they all jumped part.

Teresa was quick to speak up standing on side of a building," the red shows Knull is powering him up he is resistant to his weakness now we need them all!"

Peter nodded as his wrist gauntlet's glow, "Ok magic cells reload I am able to shoot flames again Zapp lighting Fili-second as fast as you can run around it if you reach the right speed you'll make a sonic boom!"

he said as he jumped up landing on a street light and shooting fire down as Zapp called down lighting.

Fili-second ran around making the sonic boom and the loud sound with make Venom roar in pain it couldn't move form the pain but it saw a sewer drain and left it's host to slither down it and escape the pain.

leaving Zemo to be shocked burned and hear a sonic boom up close!

they stopped as Peter said, "the parasite is gone for now but It'll be back!"

this battle was over the news would call spidermane the leader of the power ponies tomorrow as he lead them to victory against a monster like they never saw before.

but later on that night at the top of the tower.

Peter was talking to Teresa as he asked, "you sure you won't stay sister?"

the sister smiled as she hugged her brother, "Now this city has a wall crawl already I am heading up to manehatten thanks for the cash bro see you around love you!" She said hugging her big brother before web swinging off happily.

to be continued.


	6. Chapter 6

Peter was web swinging around maretropilis as he already spoke to himself, "come on Venom I know you're here somewhere! Plus hydra remains, and how knows how many other demons!"

that is when he was in head lights now he had brought in cars but the head lights were on the side of a building and his spidersense was triggered so he hopped out of the way.

to see a hellcycle modeled after a steam punk motorbike rolling by it's ghost rider dressed in dressed in leather jacket leather gloves jeans black boots nothing else leaving his flaming ribcage and flaming earth pony head handing out as he roared his skulls teeth fangs.

Peter blinked before saying, "Oh a ghost rider what are you doing here and who you hunting?"

The ghost rider looked at him, "would say you where my replacement but this is more of an upgrade!" he then drove off the building into the street leaving fire behind.

Spidermane looked down and said, "yeah that's not going to haunt me or anything!"

Later on at the tower Peter was using his spider emblem to project what he saw to the power ponies.

Masked matter horn, "Creepy! But I don't believe it it has to be a prank!"

At that moment Mane-iac jumped in their window screaming, "HELP ME HIDE ME! HE'S GOING TO DRAG ME INTO THE GRAVE WITH HIM!" the villains said crying and shaking hugging Spidermane's leg, "TELL THEM TO HELP ME YOU'RE THE BOSS OF THEM AREN'T YOU SEXY SUPER STALLION!" She said cuddling his leg as peter tried to shake her off.

the other power ponies pulling her off as the headlights hit the room and the ghost rider rolled in and got off holding his hellfire chain, "MANE-IAC YOU KILLED ME AND TURN AROUND IS FAIR PLAY!"

the power ponies gasped and hide behind spidermane stunned as Radiance gulped, "Humdrum!"

Saddle rager gulped and said, "… looking very ….humm…..edgy!"

Zapp was wide eyed as she said, "Oh hell no!"

Fili-second then said, "I think I peed!"

mare-velous then pulled out her rope as she said, "no shame in that buddy!"

Peter looked at him, "humdrum you're the ghost rider!" Mane-iac looked to him and said," you know what's going on care to explain!"

the spider then said, "first daughter's sleeping take this outside second simple humdrum here want pay back for being strangled by Mane-iac he sold himself to demons to be come one! Spirit of vengeance driven to end the lives of evil!"

Masked matter horn screamed, "HOW COULD YOU DO THAT!?"

In a moment chains grabbed and throw Mane-iac outside on to the street into a ring of fire and the rider road into it, "the wall of flames will make it so you can't get out and they can't get in! all they can do is watch Rematch time!" he said spinning his chain to go in for a strike!

the super villains using her mane and tail to avoid the strikes as he said, "come on now humdrum is killing me really going to make you come back to life!"

the chain became a sword with humdrum used to slash the hair off as she went in to strike him, "you don't get it do you! I long sense killed and replayed the demon I made this deal with I am a hell lord now! And a lord needs a lordess!"

mane-iac jumped covering herself as she said," I am flattered really but I am not the marrying type of mare! I spear on my split ins!"

humdrum formed the sword in to a shot gun and fired off hellfire fire balls at her making her go back to jumping, "what you want doesn't matter I can just remake you in to a demoness!"

the power ponies jaws dropped at what they heard as Peter said, "dance with the devil it's rare he doesn't lead! There is nothing we can do but watch and do you really want to watch this!"

the power ponies turned around covering their eyes crying as they nuzzled up to peter out of instinct at how fair their side neck had fallen!

Mane-iac used her mane to go in for strike but it just went on fire and she screamed rolling around as the ghost rider said, "it doesn't just burn the flesh it burns the life within!"

at that point mane-iac was crying as a gun was in her face and she gulped and sadly said, "here comes the bride!" humdrum instead of shooting grabbed her face and made her look into the hellfire that was his eyes.

She screamed " Look into my eyes! Your soul is tainted by the blood of the innocent feel all of their pain!"

Fire then burst form the villains mouth and eyes! She screamed living all her events form her victims point of view before falling dead.

with that the rider got on his bike and road into hell.

where a demonic mare with scale like skin and no visisble mouth was getting up her skin purple her eyes solid red she had a mane and tail of thorns and she looked to humdrum as he returned to a form similar to his living one and she asked, "Who am I ? and who are you?"

humdrum said, "the hell lord humdrum the ghost rider you are my wife! The black rose rebirth of mane-iac."

the demons then let out a simple, "oh ok then honey!"

next morning while in Prancer industries Peter was on the phone, "yes yes Marelen it was fucked up! Now thanks for picking up my daughter!"

mare-velous in her marelen get up smiled as he walked with May this was her chance to get the little fily to call her mommy and earn number one wife place in the herd.

she past by a gun add someone else found hydra's weapons and figured out how to make them and sell them she hated it Peter warned her about them about how easy they where to fall into wrong hands.

she sighed before turning her attention to May who was dressed in her little school outfit she smiled, this was her biggest chance yet at being wife one!

little did the two know they where not alone someone was watching them someone in a red suit who looked a lot like Peter as he said, "Gee peter boy your not the only peter parker in that deal so I come! I think I'll stay hidden as new U tech's masked boss for the moment and time and see how things play out!"

later in the power pony tower Mare-velous was showing off pictures of her day with May to her teammates and she smiled," the ice cream guy mistook us for mother and daughter!" she said bragging.

that is when May in her little spiderling outfit ran in as it was public knowledge prancer industry was funding the power ponies may being their wasn't odd but she was running screaming, " VAMPIRE!" As she jumped into mare-velous arms.

before they could say vampries aren't real lighting stuck and their was the bat pony form of Morbius the living vampire roaring showing his fangs and hand mouths in the window making them all jump together and scream.

Peter walked in and looked and said, "Oh Morbius what brings you here?"

before they could ask how they he knew a vampire Morbius opened the widow as radiance made a cross as he said, "first it's simple of personal belief second thanks to becoming a vampire by way of a fault potion made to cure my blood disorder my heart still beats! So I have none of the weakness!" he said smirking as he the setting sun framed him showing it.

the power ponies and may where shivering as Saddle rager said, "that's not fair that's not fair at all!"

peter removed his mask as he rolled his eyes, "will you relax I went to school with him before he became a vampire he only drinks blood form criminals and he can't make more vampires he's on our side!"

fili-second raised a hand, "so he isn't thinking of sucking any of our blood?"

Morbius then rolled his eyes, "I'll make this quick peter I am currently enslaved! By way of faulty necromancery! He killed me and revived me where I most take this!" he said pulling out a pill jar, "once a day or become a mindless zombie while falling apart alive! This necromancer has an army of your fallen friend family and enemies enslaved this way!"

May gulped, "UNDEAD ARMY OF PEOPLE MY DAD KNOWS WHY WOULD HE DO THAT!?" she screamed.

the living vampire continued, "to make it simple the one behind this is Ben Reily your father's evil knock off made by the jackal who want and evil spiderman to kill the good one! He succussed he isn't even suffering form the dark totems curse thanks to making the web of life and destiny that powers you all think he is Kaine and Kaine is him! So Kaine the copy with attitude who gave it his all to try and save your daughter is paying for the evil ones crimes slowly becoming nothing more then a giant spider."

he set the pills down, "Now that my warning is done I leave this pills so you may find away to set his army free I am off to go stake myself! I hate me!" he then flow out the window by becoming a bat.

to be continued.


	7. Chapter 7

Over the new u tech building Radiance sighed she remembered the plan Peter studied the meds not to keep the resurrect alive but to end them! He was going to undo this necromancer but the undead need to be contained while they redied.

She held her hands out making an energy jar around the building, it was her job to drop it!

Inside peter was releasing a gas as Ben growled! Ben was dressed in a copy of Peter's suit blue replaced by black, red replaced by white making him the tarantula!

Tarantula, "nice try peter but my mask has air filters just like yours this gas won't get my resurrected ass!" he said flipping up to an upper floor as the decaying forms of undead now anthro equestrian creature people he knew came in, " by the way sense Gwen isn't going to be able to say this she is angry you couldn't save you and she heard you call yourself peter while trying to save her! She hates you for not revealing who you where to her so she could dump you and save her neck literary! Lot of that form the ones you failed!" he said spinning a web to go higher.

Saddle ragger charged in knocking away a minotaur as she said, "it's not your fault I've seen the evil of your world it's to strong to stop all the time!" she said trying to cheer peter up.

Peter just stepped around a zombie one of Gwen stacy and he said, "Gwen Stacy the first love I had I couldn't save! Couldn't protect my daughter form Goblin!" he said punching the face of an undead green goblin into it's skull it probably wasn't Norman but it still felt good.

Zapp was summing a cloud into the room and using wind to spread the gas that would end the resurrections but a metal foot knocked her down and she looked up to see standing on her was an earth pony in blue metal armor and a mask with crazy long legs, " Call me stiltmane!"

the power pony tried to make lighting strike it but he said, "Nice try my armor is grounded form lighting stirkes!" he jumped his legs shrinking only to grow again knocking her down into the sewers as he laughed, "and your barrier isn't three 3d we can go under it! Zombies braking containment thanks to a guy in stilts!"

before a zombie could get close Masked matter horn fired ice freezing it and the zombies near it, "NOT ON YOUR UNLIFE BUDDY!"

Fili-second was running smashing the frozen zombies! "this is so fucking fucked! As a human would say!" she said watching Peter chasing after his evil double, "evil with Peter's handsome face not right!"

mare-velous roped stilt man's leg and gave a pull ripping it off , or at least the part that let him grow his left leg leaving him hopping around on one crazy long leg as he said, "not funny lady!"

A moment later the lizard jumped out biting the upper part of the leg making him fall over where his helmet cracked giving stilts a breath of the gas that would make him redie.

the lizard stayed their the power ponies backing away form how pony like it's form was "curt conners the lizard at your service ladies I have no need for the clone anymore! I gave my resurrect wife and son the potion that make me a reptile so they can regrow faster then they riot truly bring them back and already evacuated them this morning!"

more undead poured in around them as masked matter horn said," then defend this ice patch! If it brakes they are out and who knows how many they could infect with zombie before they rot away!"

Unknown to them they had a little sneak along.

May in her costume was crawling through a vent to something she thought felt like her dad but she knew wasn't. She also knew it wasn't uncle Ben she saw him earlier she set off her spider sense this thing didn't.

she came to a basement in a cage was a giant spider with creepy humanlike eyes as she got out of the vent she looked it in the eye removing her mask as she said,"…. Uncle Kaine!" she said sadly crying.

the spider trashed wildly as May looked to him, " I heard the story! You tried to save me but couldn't the goblin's helper made a building fall down and you had to save the people inside! And you lost the trail! It's me Mayday parker! Thanks for trying to save me uncle Kaine!" she said trying to reach in to the bars but the spider hissed but her eyes glow as she put a hand on his head.

the spider's eyes cried as May sadly said, "I love you uncle Kaine!" the spider's eyes glow when she jumped away hearing a groan form an undead being coming in and in a moment the spider broke free of it's cell and stood between it and her using it's fangs to bite in it's head killing it before flipping May on to it's back as it moved along the walls biting and smashing through the ranks of the undead pouring in to keep her save.

the spider hissed and it sounded like, "Leave my …. Niece alone!...I….am….KAINE!...THE SCARLET SPIDER!" it said hissing as it's shell cracked!

Meanwhile above.

spidermane and the tarantula were fighting above! Spider leg to spider leg Claw to claw, flame thrower to flame thrower in a mirror match as they kept going higher till they where almost to the door to the roof.

Ben said, "you can't win better I know just what you are going to do!" he said clashing spider legs with Peter's while wall crawling on the side.

Peter was in a perfectly mirrored way as he said, "that goes both ways Ben and I don't' need to win I need to live! Unlike you! Admit it! you where going to let the hair dye go and replace me!"

Ben laughed as he said, "Guilt as charged brother!" before he heard a roar and in a moment his suit was slashed by a stinger.

their moving past him as Kaine now in an anthro version of his scarlet spider suit landing below them looking up, "I AM DONE PAYING FOR YOUR SINS! MAY RESTORED ME!"

Peter then looked up to See may at the roof door saying, "with great power comes great responsibility!" She then went outside to the roof to wave at Radiance.

In side Ben's suit repaired but he screamed the gas got in, "WHAT HAVE YOU DONE! WHAT HAS THAT LITLTE BTICH DONE!" he screamed a large decaying spider exploding out of him as it roared, "I AM DYING AND PAYING FOR MY SINS AT ONCE!"

Kaine then sung his tail with like peters was covered up to the tip as he said, "better you pay for your crimes then me!" he said crawling up to be, beside Peter who he was now shorter then as he said, "Ready brother!"

Peter happily said," Always Kaine my one and only brother!" Ben then charged at them as the two good spider brothers swung forward into action!

Meanwhile below the lizard hissed biting out a zombies throat to make the head fall off and shatter on the floor as he spit and hissed at the gross taste.

Fili-second was out running them using what looked like glass as a make shift knife to stab them in the head, "How long till they are zombie goo?" she asked.

masked matter horn looked at a timer at her waste, "if spidermane's math is right an hour!"

Saddle ragger sighed as she smashed a zombie head in just her left palm, "we are going to work hard to day!"

an hour later Radiance dropped her construct and passed out on the roof with may patting her back, "you did good Radiance!"

above the power ponies came to see Kaine and peter looking at an empty hollow spider shell as Peter held the spider emblem that made Ben's suit , " Well it's over! Enjoy the flames Ben!" he said getting up.

Kaine nodded "yeah I'm going to go say good bye to May this city doesn't need a second spider brother!" Peter and Kaine then hugged as Peter said, "Don't be a stranger Kaine!"

Later on back at the tower.

Peter was about to remove his costume and take off back home with May but before he could do a thing Radiance removed his mask and kissed him.

She then stopped and fili-second did the same, followed by masked matter horn, mare-velous Zapp and finally saddle rager who picked him up to kiss him before setting him down all of them red.

Peter stumbled back in shock," ….what is happening!"

matter horn rubbed her arm, nervously, "we know it's not your standard but sense mares out number stallions sharing is normal So please Peter prancer the spidermane accept us the power ponies as your herd!"

the parker then let out a stunned, "ok"" and all six hugged him.

May was in the corner and blinked, "does this mean I have six mommies now?"

Zapp happily said, "yes it does.

to be continued.


	8. Chapter 8

Peter was in his office looking at an image of the power ponies and him out of costume and he said, "I have a harem my daughter billions in the bank and a company who invented the internet!" he said looking at the proto computer he had on his desk.

it looked like the portable Tv but with a type writer plugged in and a ball and two buttons on the thing with a gem letting it connect to the magic version of the internet, wit already had Email, media site, hooked up simple games, e-book and special media all made by prancer industries.

the day of the internet star was quickly coming up with people posting videos on the video site, Along with companies using it to release movies in smaller parts starting the day of the tv series. "Well Peter you have it fucking made! What's going to come to try and fuck your life up next?"

Meanwhile in Manehattan.

Longface was sadly tied up in Webs by Spidermare the super hero name Teresa took on as he asked, "how come my depression gas didn't work on you!"

the mare point to her mask, "air filter made my prancer industries filters out everything that isn't Air so it never touched me! the police are making it standard issue!" she said as she web swung away.

the long faced stallion sighed, "great now my powers are useless!"

unknown to everyone else Kaine was having a struggle!

he was running form some greey solid green eyed Zonies ponies with zebra strikes, well he was web swinging through the jungle with daring do in his arms as she said, "this is all third eyes fault her third eye makes ponies in to Zony slaves to her will unless snapped out of it!"

Kaine stopped swinging as he said, "You should have said that lady!" in a moment flyders flying spiders came out biting them making the tribal ponies stripes vanish and leaving them confused on what they were wearing and where they were.

Kaine set down daring do and point to her, "Now pegasus lady I'm off to face this third eye! The len's in my mask are made to protect form mind games!"

The explore mare Adjusted her white under shirt tan grey jacket shorts knee high white stockings boots and hat. Her wing was broken and being carried by Kaine left her a wreck look wise, " please you're a stallion…."

before she could speak farther web closed her mouth, "do you have super powers?" she shock her head, " do you have away to stop yourself form ending up mind controlled?" she shock her head.

he popped his stingers out, "do you have spikes up your arm with are covered in venom?" she backed away shaking her head no. he then added, "do you have steel strong webbing that has to melt away over a few hours?" She shock her head now.

Kaine turned around to web swing away, "thought as much!"

Daring do crossed her arms never before had a stallion treated her this way! Never before had she been shown such disrespect she blushed as she liked it.

She was bright pink and followed off to watch.

Meanwhile in a ruins of an old jungle pyramid.

Kaine web swung in to see a zebra mare her mane part to one side covering one ear leaving her three green eyes, the third on her forehead. She had golden neck wrist bicep and ankle bands green wrapping on her tail green loincloth with green rope tied holding it up and Green bandage top, with sea shell necklace She had a folding fan in one hand and a stone short sword in another. "Scarlet Spider fitting for your outfit Spider!"

She turned to face him, "why do you hide behind such a mask that stops me form looking at your face I am sure it's handsome? Come on show me!"

Kaine charged in landing a punch to her stomach she gasped and jumped back right as his stinger popped saving her self for a stab. "Save the mind games Glass lens! This tech protects my eyes you can't hypnotize me! why do you hate tech so much!"

the mare charged in with her stone sword going to strike him only for his stingers to block as she said, "After what those explores did to my Zebra? Their guns shot them dead! One stone ball flying faster then an arrow!"

Kaine jumped landing on the roof with his feet as he said, "Tech is a tool lady no different then that sword it's in the hands of the owner!"

the Mare unfolded her fand all the way making it look like a disk with the handles touching and she throw it Only for Kaine to shoot a web blast making it fall down.

he jumped down with a web swung landing a knee to her forehead knocking her out cold as he webbed up the third eye she had, " Stay down lady!"

unknown to her daring do was watching red faced her mouth still webbed shut but she was thinking of what he would look like with out the mask as hearts span around her head!"

Meanwhile in maretroplis.

Radiance was in the air using a large bubble dome construct as she faced off against a stallion in the air like her.

he was covered in a black light glow, he was dressed in dark grey body suit darker grey gloves boots belt scar, he had dark grey wrapping around his purple tail. His mane purple his fur white his eyes pure dark no shine.

the earth pony stallion made two black cracked broad sword construct " GO DOWN BITCH DO YOU KNOW WHAT IT'S LIKE LIVING IN A MARES WORLD! HOW MANY JOBS I LOST TO MARES LIKE YOU ON THE BELIEF YOU CAN DO IT BETTER BECAUSE OF GENDER!"

he said slashing with his blades shattering Radiance bubble to her shock as she made a large spiked club to knock him back with.

the stallion remained growling, "thanks to the darkness I can do all you can do with out a bracelet! I AM BLACK LIGHT!" he said around him making a plane construct with guns on the side to fire off two black energy beams at her!

Radiance quickly made a large mirror reflecting the blast back at him shattering it, "true and you are stronger and more durable then me but I've been doing this longer! And I just became a step mother by joining a herd so I have motivations that aren't petty!"

Black light growled as he summoned a massive cracked scythe to swing at her only for her to made her bubble dome with spikes to catch the blade as she said," and trust me I am sorry your life was ruined as mares all ways got the job by gender lines but maybe you could have been more like peter making his own business form the ground up and hired others like yourself!"

the villain growled as he dropped the construct and made a giant hammer hitting and shattering her dome, "please then I would just be another special guy who made it giving false hope to other manes! This world needs to be shattered! You mares need to be taken down form your throne and made to bow before those you belittle!"

Radiance sighed as she flow out of the way of the hammers second swing form what peter Told her this was reverse the normal in his world so she understood it form thinking about the perspective switch for one second. She became a maneinist but he was going to far, "I agree with you but this is to far! So what you end my life and prove are better at using my powers then me you'll be a criminal and have to face spidermane!" she said the hammer swing stopped as it shattered.

Black light growled, "right you're in his herd! Your using a stallion as a shield lady! How dare you use that true hero like that! But fine!" in a moment a large black fist of light knocked Radiance down to a roof were she made a creator, "you are alive and I still won! My point proven!"

he then flew off!

Radiance got up and cracked her jaw back into place, "…..if we lived in a world with gender equal rights he would probably have come to me to learn how to use those powers how to be a hero only because I've been add it longer instead he is a villain and my new arch enemy! Woman get a grip! And stallions too! Because there is such a thing as going to far!"

to be continued.


	9. Chapter 9

It was night in maretropilis.

phetlock was looking around the ruins of the new u building, "this modern machines made an army of evil surely something else remains!" he then came to it a jar of red slime that moved around morphing a demonic fang filled face laughing at him.

he fell over in shock and terror, "What manor of modern demon beast be you?"

the jar then laughed and spoke by breathing on it's jar and writing in the cooling thing, "the living demonic armor known as carnage!"

the pharaoh smiled as he got up holding his chin, "Living armor that makes one a demon! You say!?"

Elsewhere in the prancer tower Peter was watching May running around playing with the lizard Billy conner thanks to this world Curt didn't have to hide and it made him smile but he also couldn't help look out the window at the night streets.

what would normal be the time of super villains was now empty form what he heard their fight with hobogoblin made the villains thing if they did evil in the night the goblin would rise again and come for them or the spider would slay them.

It was nonsense but hobogoblin and hydra were the kind of evils this world didn't have and they followed just like new-u! it made him fear more evil following, Venom was still out their and he didn't trust what Ben was doing he bought the new u building just to take it down but he had to wait till next week.

who knows what evil could come form it in that time!

Elsewhere in the streets Phetlock was running around using his staff's new beam weapon to destroy buildings at random like a made man.

That is when Saddle Ragger flow down going to punch him but upon contact not only did Phetlock not show sighs of pain she jumped back holding her bleeding knuckles.

on the side of his head was red spikes were her fist was making her step back as he laughed, "oh Saddle rager if only you agreed to be our Queen! Then you would be safe form mosto f our wrath! Take you last look at the king for the demon shall raise!" in a moment red symbiote matter wrapped around him.

Saddle rager backed away as their now stood carnage with pony head filled with rows of black dragon like teeth a lizard like tail with red and black spikes.

the villain held out his clawed hands, "behold the spawn of Venom WE ARE CARNAGE!" he said roaring before charging in morphing his hands in to drills to spin and strike.

Saddle ragger was flying out of the way of them as fast as she could, "what in the name of the of the lost city of Canterlot!"

Carnage changed his left hand to a battle axe landing a slash to saddle rager's stomach, "symbiotes reproduce by splitting like cells! This is the spawn of Venom! The carnage symbiote revived and made a new by the dark False spider!"

saddle rager held her stomach as she flow away trying to flee only for Carnage to fire a web line and swing after her slashing with his blade hand and web swinging with a claw handed, "you can't escape us Saddle rager! We'll hunt you down have our fun then end your life! For turning us down!"

In a moment flames hit the symbiote making it scream as Spidermane swung in as he said, "I new my evil copy would have back up plans build in to his lair! So he brought back carnage! Well I can swing it!"

he said landing on the side of a building " Sorry I'm late need to make a counter to it!" he said as he pulled out a dart gun he had holstered.

he then took aim and tried to fire but Carnage jumped as he smiled it and hissed, "WHAT THE HELL IS THIS HORRIBLE THING THAT SPELLS LIKE SOULS ONFIRE!"

peter happily said," the extremis virus a potion that gives super powers by rewriting the body the heat it makes while rewriting burns out symbiotes!"

the symbiote hissed as it made a lance hand and charged at Parker before he throw the gun to Saddle rager who took it and fired landing the hit to his back.

Phetlock hissed as he fell over the symbiote burning off of him as he said," the armor it is burning off of me as my body changes form the inside out!"

Spidermane looked to Saddle rager her wounds healed, "Ok just need to fight till the cocoon forms around him!"

The power pony's eyes widen but shrugged it off to land and avoid throwing stars of symbiote biomass.

Phetlock was a fighter he was screaming in horrible pain his symbiote having holes burn into it but he was still using it to fight back, "I wont' fall!" he said the left side of his face his own the other carnage, "Carnage wants blood to be it's last meal!" as he went to slash! AT spidermane only for him to use his spider legs to block the strikes!

before long only thing left of the symbiote was it's arm so the pharaoh sent it off as one massive throwing star it moved to avoid them as the slime oozed away into the sewers as the pharaoh gasped as a cocoon was slowly forming around him, "I saved carnage he will avenge this battle upon his new host!" before long he was covered.

Peter then looked for his other dart," my other dart of the stuff is missing! This is bad if someone makes more of that they could sell super powers! I only made this stuff as I planned on it destroying the parasite but the host helped it escape!"

saddle rager gulped and said, "Oh my!"

Meanwhile in the sewers Carnage was sliming when it came to the slime based form of the restored Venom symbiote and it hissed with in their langue meant, "spiderman fights dirty here dad!"

Venom hissed back, "I know!" they then slimed past eachother. Both planning to leave this city and find some talent elsewhere.

but for now A neon brush was hiding in an alley way he had the dart and said, "My clone brothers mocked me for being a chicken but with this I can be a big shot!" he then injected himself, before falling over in pain.

later on the venom symbiote found it's way to long face and merged on to him making him scream, but a moment later a bat winged venom was flying through the sky to maretropilis

soon in the city's lights Venom was roaring rampaging making all the power ponies show up.

Venom hissed," you knew us as longface but now know us as Venom!"

Peter was in front as he said, "Ok not risking extremist virus this time! Ok time to power pony up!" he said web swinging forward.

Venom hissed and spat symbiote blades only for Peter to avoid it, "nice try Venom but my spidersense works on you now here!"

Masked matter horn fired off blast destroying symbiote mass weapon as venom fired off web balls she jumped.

radiance held her hands up and made a dome with a large loud speaker and let it rip making the symbiote scream in horror holding it's head.

Saddle rager charged landing a powerful punch to Venom knocking him away as Zap called down lighting while Peter touched it

Mare-velous used her rope to rope the slime keeping it stuck to it's host with it's magic, "your turn Fili-second!"

the speed demon pony ran around venom making sonic booms making Venom scream in rage and pain as it was dying and couldn't escape.

before long Long face was on his knees crying his symbiote gone his chance at payback gone.

to be continued.


	10. Chapter 10

In the streets of maretropilis.

Trot was speaking with Peter at the park, she loved to hear about his worlds technology and how he planned to bring it over while avoiding science dark side she under stood a dark side after all magic had dark magic, science had mad Science.

Trot honestly enjoyed the new media of the internet movies at home and web stars providing tv shows and product reviews, and most of all Autobooks. "how about writing a magic program that can read for you?"

Peter rolled his eyes and said, "that's for portable media plan let's get my computer more mobile first!" he said as he watched some one using the thing to play songs at a birthday party not to far away form them making him smile.

Later on that day.

Mare-velous in her Marelen identity was with peter at a gym in work out cloths in a sparing ring.

She smirked as she throw a kick and he quickly grabbed her leg twisted making her spin around and fall to the mat as he had her pinned, in a real fight he would have had his spider leg weapons to her neck or his gauntlet that shoot fireballs pointed at her, she would have lost and she smiled at the warrior skill, " …. Everyday I fall more in more in love!"

Peter was red.

later on still.

he was at the new roof top butterfly garden he had made on top of the tower a large glass pyramid.

Green Garden was stunned at the flowers of plants it was like a jungle on the roof top with hand rails paths and noun of the predators it was becoming a fast attraction mostly because Peter introduced genetic modifications by altering the normally green plants to be pink. It was lovely breath taking.

Peter smiled , "yeah the pink was because I missed cherry blossoms a naturally pink tree form my home world all the other thousands of types of trees are green it's just natural pink for some reason and very rare!"

Green blinked before looking back to it as he said, "Peter your world sounds wonderful yet scary!" she said understanding that most of the evil form his world was horrifying,. To him her would had to look like some kind of lighter and softer cartoon.

Peter smiled as a butterfly landed on his hand as he said, "yeah you are a horrible judge of character I'm a giant spider!" the butterfly took the hint and fly off.

Green put a hand on her hips " Oh please like you can really be some kind of monster!"

the spider-totem said, " if I ever lose it and turn into manespider you would say other wise! Hope you never have to find out! it was horrible this thing boosted my powers and turned me into a spider" he said holding his head at a bad memory.

Green's eyes widen as she hugged him.

up next was Marey Allen still in police uniform as she looked to Peter in his suit and tie, "hope you don't mind just got off my shift been a quit day!"

Peter nodded as he said, "yeah that's what is worrying me! if this things where this quit back home something would be lurking in the shadows!"

the police mare held his arm, "trust me I believe you! Thanks to hydra and Bootleg evil spidermane a lot of horrible things where brough in! who knows what is next!"

Later on

spruce was in her lab coat with peter in her lab they where checking results of something as Peter looked at it, "Look at the rate of regeneration to the ashes Spruce!"

Spruce looked at them and she blinked, "it's like they are trying to reform into skin tissue!" she used a lab tool to touch the ash and instead of spreading around like ash it acted like a lump of flesh, "… it did!"

the totem nodded as he said, "yes I have no doubt in my mind Morbius reformed after he staked himself his status as a living vampire Allowing him to restore himself in this new magic fueled would probably with the magic of your moon with still holds the lost lunar princess Luna's power!"

the mare looked at it and said, "yes but I thought that was a myth…" but Peter stopped her, "and I thought that about the Norse gods and Greek gods but u battled beside both of them!"

Spruce blinked he had recalled all his stories under truth spell she knew Peter was telling the truth about all the myths he knew where real, beside that she saw a real life blood sucking monster a real life monster form Tartarus the legend of the lost city of Canterlot won't be to much of a stretch at this point in time!

up next was Aurora she was with peter in his new library he was looking for something as he said, "I thank you for the help! The picture of Daring do and my brothers new find coming here doesn't sit to right with me!"

he said looking at a picture of the bewitching bell.

aurora pulled out a book on it, "says here it belong to a wizard goat named Grogar who stole Canterlot and trapped his soul inside it promising to return but what are the chance of that.." in a moment a supernatural light appeared form the museum and peter yelled, "MAY GO TO HE CONNORS!"

before long in costume the power ponies showed up to see Grogar in a black robe wearing his bell, " this horrible lord mess must end!"

Peter looked at him, "… he's not really alive it's a body jack the one wearing the bell is being controlled and it's magic is making it look like grogar's body I can see through it with my lens!"

Grogar clapped as he said, "so you see through it I will have my city back! And no modern champions will stop me!" he said waving his hand to send out a wave of magic.

Peter just popped his stingers and slashed it apart.

Trot fired off a blast knocking it away form her, as Green made a dome to keep herself. Fili-second just ran around avoiding it with a sliding dive. Mare-velous used her wrap to cocoon herself for protection.

Saddle rager clapped sending it away form shock while Zapp called down lighting hitting it ending the wave.

Grogar clapped as he said, "nicely down you and your herd can handle simple magic but wait till regain my strength! By absorbing magic!" he said teleporting away.

Peter fired a web line, "the highest amount of magical energy is the storage area for the magic gems that makes my internet to be connect to he will head their to absorb the energy!"

they all nodded heading off as they came to it to see Grogar hovering absorbing the stones magic with his bell.

the power ponies stood before him as Spdiermane said, "Maybe next time don't go to one of the place I guard mane!"

Grogar looked at it, "I can see why someone would pay for a champion to protect this vault such a treasure worth a queen's ransom it be! But I have enough for my city to be summoned back!"

he said vanishing in light and making a light Dome appear outside the city.

The next morning spidermane put his hand in it and pulled out no harm" it can be walked into but the markers are gone because it grew I've delt with this type I know what this is come in girls!"

upon walking in they found their outfits changed.

peter was in a more knight like suit of armor red with blue chainmail with his black spider symbol on it and a blue fur feather mohawk on his helmet " just as I thought everything in the dome is turned into medieval times probably memory alters too!"

Masked matter horn was embarrassed she was in a simple purple one piece dress sides ripped off with a v cut down the middle showing a lot, a simple fabric mask tied like a headband on her, and she was bear hooved she covered her self, "DON'T LOOK!"

radiance was red faced too She was in what looked like a blue fabric savage bikini with her arm bands golden necklaces and ear rings with golden bands around her wrist and ankles. "…. I will kill this ghost! Don't know how but I will!"

Radiance was red faced She was in white bandage top loincloth bandage wrappings around her hands and hooves and a simple pink scarf she covered her hips, "My cutie marks hanging out!" she said crying, "STOP LOOKING!"

marevelous was in a red tunic golden high heel sandal boots on her golden gauntlets holding a sword and shield with a bag of throwing stars of golden as she said, "yeah this is pretty much my old high school uniform for me!"

Zapp was red she was in a flowing sidles blue dress like masked matter horn but hers reached her ankles not her knees, it had a golen belt golden bands around her ankles wrist and she had a golden tiara "…. This is my original royal outfit!"

Saddle rager was growling she was in a white tiger fur bikini top and lion cloth only as she said,"… I will smash that bell!"

to be continued.


	11. Chapter 11

In the lost city Peter was on the side of a stone wall using his webs to night guards trying to capture the fleeing villagers, "Most of this people aren't even from here they are here taken warped into something else form the inside out! It sickens me!" he said growling.

Masked Matter horn was using a heat ray to burn close a cut on her left arm, "and I miss carbon fiber in our suits light weight and strong can't believe it's paper mixed with glass I mean that's loco!"

Peter jumped down as Radiance hovered, "I know right and this armor doesn't do for Spidermane! It just slows him down and robs him of those weapons of his!" she said making a construct of a spiked metal club to knock away a guard.

Fili-second was running around roping the guards, "I know we need to stop him form going down to not be sent back to the dark ages but how the hell do we do that!? It's not like we can look in a book for the story! It's record is lost to the return to the dark ages!"

Mare-velous throw used her shield to knock out a guard pony in armor as he said, "I know worst part is I am pretty sure this are people we know but why do we still have memory of the world!"

Saddle rager throw a guard over her shoulder, "Evil is petty it is probably to mock us! He will probably even make May think she is his daughter when the dome makes it to her!"

Zapp was hovering calling down wind to blow them away, "Peter you read the story of Canterlot to May ever night you surely have it committed to memory!"

the totem looked to the tallest tower of the castle, "within the tallest tower in the castle the goat did lock the royal sisters! Locked to drain their magic to keep the city frozen in time till such a time the dying Goat would be reborn in a future time to return the world to it's natural state!"

Masked matter horn the former leader looked to it, "but it's so far away and we stand out so much!" she noticed Peter ripping off the armor he was wearing as she blinked and blushed, "oh Peter what are you doing?"

Peter removed the helmet as he said, "Radiance was right this armor is slowing me down if we want any hope we need to free Celestia and Luna and for that you girls will need to draw fire while I saw them! But this armor won't let it! but I can't go costumeless! If Grogar wants nature I'll have to go with the natural armor plating of a spider!" he said now removing the last of the armor leaving him in primitive brown rags that could hardly be called pants.

In a moment he closed his eyes, "Don't look!" in a moment his body was covered in armor plating one would find on an insect Black in color with a white symbol on the chest the jaw had built in teeth that closed perfectly to look like a helmet two big eyes with six smaller ones, claws on his hands, his hooves now three toed talons and four spider legs to give him eight limps

the power ponies jumped as he span his web to web swing!

Zapp blinked," he wasn't kidding he can do that…. I can see why he doesn't! well come on ladies our leader who we love gave us an order!" she said calling down a thunder storm with wind and rain through the castle

Mare-velous smiled as she jumped up to a stone bridge and slashed at a guard, "Time to power pony up!"

Saddle rager smashed a tower," I am so sorry!"

fili-second was running around at high speed removing piece of armor on their, "TO THE REVOVLUTION GET THY PLOTS IN GEAR DOWN WITH THE GOAT! SO SAYS THE SPIDER!" She said happily.

Radiance made a construct of a plane to crash in to a castle wall as she smiled, "enjoy that!" She said hovering ready to fight.

In the tallest tower in chains dressed in rags where the anthro forms of Luna and Celestia beautiful but dirty and they jumped when Manespider came in only to be shocked when he slashed through the magic cell door with his spider legs as he said, "Relax Princess I am here to set you free!"

he then cut the magic jamming chains off them and turned to leave.

Luna gasped as she got up spreading her wings, "… sister did a giant spider just save us?"

Celestia looked at us, "…. Yes but instead of asking if it be a mane of dreamed of being a spider or the spider who dreamed of being a man let us reclaim our throne shall we!"

they heard a blast as the wall was knocked over

Grogar hovering in rage the spider hanging form a web, "How dare you! The world will return to the way it was Manespider!"

Peter let go dropping to avoid a magic fire ball as he fired a web swinging and landing an open claw strike to the wizards bell making it crack as did his body.

the wizard pushed him away making him land on a remaining wall on all eight limps as he said, "and lose five thousand years of knowledge and progress above all us I am a scholar, and one to advance what we know! you want the dark ages! You want the age of monsters? So that is what you get Grogar!"

he then web swung only for Grogar to fire off a wave of pure magic only for peter to swing through it the exo-skeleton almost knocked, btu left claw remained the stinger out and he stabbed the bell making it crack and the cracks glow.

the dome broke as those effect by it returned to normal as Peter got his normal costume back he said, "but now that your weakened welcome to the age of heroes body jacket! And it's spidermane!" in a moment his normal spider legs slashed the bell as he jumped back and throw a throwing star that hit the bel land explode destroying it!

In a moment Grogar fell to a stone walk way between towers screaming as the body turned back into a random thief while the goats soul was screaming in rage, "HOW HOW WHAT ARE YOU!"

Spidermane fired off a webline and to Celestia and luna's shock his stinger came out and stung him as he said, "the armor the stingers it's all Anti-magic! With out the power boost you got form the sisters you ever stood a chance! Now go were you belong!"

the ghost explode as peter swung a web to go up to the sisters as he asked," are you two ok?" he said hanging upside down form the remains of the roof

Luna nodded, "why yes thank you, but if what you spoke be true we and my sister and Canterlot are not ready for the modern world!" she screamed but spidermane said, "that is just a zeppelin it's a ship that travels the air instead of water princess!

Celestia was panting as spidermane said, "yes you know the time spell worked under your power! If you want you could probably just take this city home!"

the princess looked and nodded doing so making the city vanish leaving spidermane and the now in normal costume power ponies standing in the forest.

Radiance summoned a zeppelin of light to take them back to the tower.

Once their Peter was tackled by May who he held as he opened the book on Canterlot, "and so it was recorded the city was saved by champions form the future lead by the mane who dreamed of being a spider. With his might the goat was sent to rest allowing Canterlot to return home and live out it's days till the sisters retired, and the city was abandoned after a fire burned the fields leaving it standing to this day!"

May smiled and clapped," yay it has a happy ending now!"

Peter smiled at the images of him and the power ponies in their period costumes at the end, "give thanks to the ponies of power who saved the day!" he then closed the book putting it on the shelf.

this chapter was over and done! In the past where it belonged

to be continued.


	12. Chapter 12

In the Streets on Manehattan well on the side of one of the buildings. Spidermare Teresa was hanging on the side looking at a paper, "let's see now picture of Peter with his mares and May at the Gala cute! Picture of Kaine in explorer gear with daring Do and that jungle Mare Zecora!"

She said looking at the stripped mare in brown fabric top and lion cloth only mohawk holding a spear as she said, "Everyone dating but me!" she said web swinging to drop the paper into a recycling pin on the side of the street before swinging away, "I mean come on middle child much!"

That is when she heard an alarm and saw what looked like Mane-iac using her hair to steal Diamonds to bashing open a window to grab them form the jewelry store.

the mare then turned to see the totem "…. WHO ARE YOU?"

Teresa quicky web swung forward avoiding hair strikes with flips as she said, "ok Mane-iac the real one knew me! at least form the papers before ghost rider drug her down into the fire to be his bride!"

The Mane-iac blinked in shock widening an eye before she could speak vines of thrones grabbed her and she turned to see the anthro form of the demon black Rose saying "and I am quite happily married!"

the demon crushing the copy of her former mortal self-turning it into dust.

Spidermare landed on side of a building, "Care to explain yourself Demoness?"

the demoness put hands on her hips, "I shall you see now me and my husband recently got summoned by this mare looking for power we laughed at her as a soul that dark was worthless but sense she had no eyes anymore and she gave us a laugh we gave her powers anyway she can see and make copies of the owners of objects she holds so long as she owns the item and the pony she is trying to copy is not in the mortal realm anymore! Natural the only reason I care is she keeps spawning clones of my former self! She is using this knife I used for split ends! So be a doll and get that knife form her!"

black rose was gone and spidermare swung off. "Well now!" she then noticed a mare up on a roof and swung up.

to see a mare with grye fur white mane over one hear white tail, black diamond mark on her forehead a horn showing she was a unicorn. She had no eyes in her head.

She was dressed in golden neck bands cross neckless orange one piece swim suit purple spike belt with an orange plate, orange and black stripped gloves and stockings, purple boots with spike bands over them. Spike bands over her wrist and bicepts. A knife in one hand wizard staff in the other with a cross necklace.

Teresa's lens mimicked a raised eye brow, "Shit! Someone is on the beta outfit!"

the mare held out the knife making it glow spawning another mane-iac clown that charged!

the spider lady flipped and fired a webline pulling the knife to her! With she used while flipping to slash at the clones hair before throwing it hitting the clone in the neck making it turn to dust.

Teresa quickly fired a webline pull the knife to her, "Ok what else you got!"

The woman said, "I am the necro nag!" she said making her staff glow as she jumped.

Only for what looked like a barbarian mare who had the staff but with a stone axe blade to charge!

Teresa flipped over stabbed the copy in the back of the neck making it explode into dust as she fired a web line and swung in for a kick knocking away the staff.

the necro nag grabbed her necklace making it glow as a female earth pony in full knight armor wearing it appeared holding a sword.

Teresa ducked the blade swing and popped up landing a neck stab under the helmet making it vanish as she fired a web line pulling the necklace away where she dropped it and web swung after the mare, "COME BACK HERE!"

Necro nag was panicked she had no more items to summon clones but that is when a neon Brush with red glowing veins came out and breath fire.

the spidermare did a quick turn by shooting a web line to her left to avoid it, "Saw it coming with spidersense but fuck you most have found the extremis dart that went missing!"

the former henchpony stood in front of the necro nag, "yes and I told you three items isn't enough honey buns!" he said showing his now finger tipped claws charging at the spidermare!

necornag blow a kiss, "thanks honey I'll brake you out later!" she said going to jump off before the black Rose grabbed her in her vine hair, "Oh well now aren't we full of ourselves?"

Neon turned to look but at that moment Teresa landed a drop kick to the head when she let go of her webline!

the demoness grabbed the mare's head,"…. Their now you can't spawn copies of my formerself anymore and I short out her powers for a week! Now the kife is useless!"

the lady spider totem dropped them, "Now I did something for you so I get a wish right?"

Black Rose rolled her eyes, "yes you do! Ok what do you want boyfriend, girlfriend, be in a herd!? What lady?"

Teresa said, "I am not going to wish for love I am not that desperate!" She held her chin, "but I do have a request! My brother is making millions here and I would like to the same I wish I knew how to make patent non-lethal guns like Beanie bag rounds ice bullets other things like that here so I can give the cops safer options and move out of my small apartment!"

Black rose snapped her fingers and the lady held her head, "their just downloaded it into your brain bye!"

A week later in jail, in the black and white stripped uniforms.

necro nag was growling as her hands where chained in to two pairs of gloves each so she would only technically be grabbing the gloves with belonged to no one, "this bites I can't use my powers like this!"

third eye growled, "I hate this modern world!" She said trying to remove a metal head band locked on covering her third eye.

Nigh heel sighed as she said," yes I know ladies!"

shadow mane with out her hood was a mare a zebra one with only a mohawk pony tail combo mane but it was died purple, "I know My sisters!"

Antras held a hand on her chest, "this stallions here have gotten uppity sense the spiders showed up out of nowhere!"

Phetlock looked at them through the cage he looked unhinged he had a glowing color clearly suppressing the extremes virus, "That's because they are not of this world! You ladies for get I was host to a parasite that copies the memories of older host, carnage was had the spiders evil brother Ben as a host! I know it all! The spidermane came here as his daughter was kidnapped, his siblings followed suit!"

high heel rolled her eyes, "so we are here because some mare couldn't keep her daughter safe! And just gave up just great! How horrible!"

Antras growled," I will ignore his parenting with out a mare as he now has them! but my now rage is on the mare who couldn't keep her stallion on line!"

Longface came up and said, "Good We are agreeing!"

smudge who was in a tank rolled over and said, "As we are now we have no way to beat the power ponies let along the other spiders!"

Antras growled as she held up a paper, "Black light is still Free still attacking those he believe suppress stallions hate him as he is my opposite but I most wonder how he got his powers!"

Meanwhile in a lab.

black light showed up in what looked like an underground base to be greeted by evil male anthro changelings

all dressed in purple uniforms with Black boots black gloves black belts and upon their chest the Romanian numeral for four.

One covered his hand in fire, " enjoying your powers Black Light!"

the next one turned his body to look like his exo skeleton was red stone and punched a wall smiling at it's braking, "because the cruel cuatro are!"

one of them stretched his head out as he said, "We most thank the maker for the subject that allowed us to empower ourselves!"

the fourth one appeared was using an invisible sphere to hold water, "yes and the one to copy it form!"

he said looking at a jailed in a tube Reformed good changeling. She had Green exoskeleton the same kind of pruple and black uniform but with out the number her mane and tail Black as she smashed at it with stone fist or orange, "First my heart broken that my so called wife doesn't even look for me and moves on now I am being used to empowered you evil knock offs! If my name isn't Xavin I will get out of here and stop you! Form selling super powers to the highest bidders!"

to be continued.


	13. Chapter 13

In maretropilis' streets Spidermane was avoiding strikes for a rampaging female carnage.

Radiance was using a shield construct in the air to block Black light's sword constructs.

Masked Matter horn was firing beams of ice to try and put out the changeling torch's flames but it was no use.

the fantastic changeling smiled," thanks to the maker the cruel Cuatro are powered by the fantastic fours powers all thanks to the skrull!" he said stretching his arms out in to massive hammers knocking back saddle ragger!

Fili-second was trying to rapidly punch and kick the stone bug as he was called but his stone skin won't even crack and she ended up hopping around holding her hurting left hoove, "this ain't funny!"

Zapp was in the air and she called down rain while steam came form the torch he didn't go out.

but the invisible bug was revealed by water falling around his invisible form!

Mare-velous growled as she charged in only for him to make a dome shield to protect himself form her using her hoofarangs as make shift brace knuckles for punching, "COME ON YOU DIRTY BUG!"

Spidermane was avoiding Carnage by flipping as he fired off his flame throwers, "Ok now this is nuts! Zapp tag out!"

in a moment the pegasus called down a lighting strike upon the symbiote making it and it's host scream in pain, "why yes spidermane what do you think is going on? You know skrull and this maker?"

Spidermane said, "Simple the maker is a singularity he is in every universe and all the hims are of one mind and can trade what they are holding! So I have an idea of who this skrull can be!" he said web swinging along only for him to call out, "but first we need to handle this bugs! While you have us spaced Thin you are powered by friends form my home world!"

he landed on a wall and called out , "Matter horn freeze the Fantastic changeling!" the mare turned and fired and he was stuck as Peter said, "rubber can't stretch if it's cold! Zap focus the rain all on torch as matter horn fires!"

the torch screamed as the cold and water hit him midair making him fall over on the ground knocked out form a cold shock.

Black light sighed as he flow off " you win this round nag!"

Radiance quickly used her bracelet to make a tuning Fork and hit the stone bug making him scream and turn off his stone skin allowing Fili-second to knock him out as she said, "I listen to petters back home stories ladies! Ok that just leaves lady carnage and the invisible bug!"

the last of the super changelings made himself and his team mates vanish as he said, "we will be back when we are ready for a rematch!"

Carnage then ran away as Peter held out a hand to stop the girls, "Don't I think she is leading us to wear we need to be fall that symbiote!"

before long they came to a cave and soon did what they did to the venom symbiote to destroy Carnage leaving the random anthro earth pony host free and safe.

while a glass tube broke and Xavin walked up holding her head, "thank you so much!" in a moment she morphed to look like an anthro Zebra with glowing red and white hair morphing her outfit into a purple dress that hugged her model figure.

fili-second blinked," the suit changes too?... no wonder the cruel Cuatro's outfit remained the same!"

Xavin spoke, "As a super skrull I was giving a sample of the ones I would pretend to be giving me their powers and memories so I know how to use them they each too one forth of that while copying my outfit, and figured out how to use it to give black light the powers of radiance bands while I was helpless. I left my people as they where evil I don't' want to see it again or start super changelings here! But I have! I had no choice as In the maker's cell I was helpless!"

that is when Black light came in only be knocked back by Xavin using a stretch punch, "Please Allow me I need to stretch anyway!" she said going back to looking like a redeemed changeling flying forward out of the cave to face black light.

the Cave was in a cliff side as Xavin covered herself in fire and made a flaming sword to slash against Black light's own sword constructs!

she then flow back up and flow forward trading fire for Stone fist landing a hit that smashed Blacklight's make shift shield and hit him in the gut!

Black light screamed "YOU NAG!" he said holding his hand out to make a dragon out of black light to breath fire.

Xavin made a bubble shield around her as she said, "I will have you know as a shape shifter I have no set gender I am the gender I want to be! I prefer female but I could be male if I want to just don't want to! Same thing for those bugs who want to be male!"

Fili-second whispered to Radiance, "oh I don't want to be rude to culture or to a race but weird weird! But I get it if it's just of them they can always repopulate no matter what so I get why nature did it! I do just weird!"

Xavin flow through the black dragon by going down it's mouth and out the tail shattering it ramming Black light so hard he passed out and she dropped the bubble to grab him, "And this bad guy is done!"

Later on at the power pony tower Spidermane said," we could use the help the super changelings are coming Xavin and you know how it works and how to spot it!"

Xavin held her chin morphing to her zebra form before lifting up Peter's mask and kissing him and saying' fine I'll join your team and herd noble warrior!"

the power ponies all looked jealous as Mare-velous said, "shape shifter better not turn into us!"

xavin turned into mare-velous and said, "I'll wear the faces I want to wear thank you very much herd mate! But I think I'll stick to my zebra face!" she said going back to it, "After all need more then ponies in this herd to be Pc!"

Meanwhile in a new location.

the changeling torch was swinging around a sword made of fire," seeing Xavin in action was informal!"

the fantastic changeling had added plating to his gloves to make his stretch glows even hammer hands more powerful as he smashed a massive whole in a cliff wall, "yes it was!"

the stone bug charged and punched," by moving fast my impacts are stronger! Simple!"

the invisible bug then smirked," and I can use my barriers as weapons!" he said looking at a tree making it explode by making a barrier inside of it and making it grow larger! " but that takes time and focus I might not have in a fight so I'll probably just use the make shift hammer like she did!"

to be continued.


	14. Chapter 14

In the city May was happily in her school uniform skipping around holding Trotts hand she was leaving school smiling.

to may this was all a dream come true, She had her dad she would never be around the evil lady who kidnapped her and treated her like garbage and she had now Seven mothers who loved her. The little girl was on cloud nine! Plus her dad was spiderman well spidermane now an avenger one of the mightiest heroes.

Later on May was now in a red and blue soccer uniform kicking the ball only for the Goalie to Block it making Green gardener call out, "HIS FOOT WAS OUT OF THE NET DOESN'T COUNT!"

May looked embarrassed she loved all her mothers but Green was competitive.

Later on.

May was in Jeans black boots a white shirt with spidermane's mask on it eating a Sunday as Marey Allen petted her head. May loved her mother Marey she was fun even if she was a cop!

Next up Marelen aka mare-velous was in a Gi same as May in a dojo May was copying Marelen's moves learning how to fight after all she had most of her spider powers and She always talked about being a hero.

so the good filizon loved to bond with her step daughter by way of teaching her how to fight, her father was amazing but he was a street brawler all self-taught in instinct so his fighting style fell apart when his spider-sense didn't work She want May to be covered.

a few hours later May was back in the jean and shirt out.

She was With Aurora Shopping the former princess smiled as May ran right for spidermane merchandise cloths.

May smiled pulling out a red Dress with web print on it and black spiders on the rim smiling, Peter didn't know it but his spider symbol had started a Goth fashion revolution!

Up next May was in the park running around chasing a bunny while spruce Smiled watching her the girl loved animals much like Spruce.

The power pony smiled as she said, "hard to believe she has been through so much!"

up next May was walking down the street with Xavin her newest step mother in her zebra form.

Xavin put a hand on her head," I'll be honest May this is new for me! as it turned out my last love just moved on and replaced me! with Peter I am sharing a mate! And carrying for a hatchling that isn't any of mine or his other mates. Granted this is normal here but odd for skrulls and humans. It's weird for me but I'll try!"

May blinked and said, "Ok then can you tell me about your history?" she asked.

Xavin flipped her mane and held her chin, "well thanks to this war with the kree both us and the kree lost the ability to evolve the ability to change and improve our race over time! The kree got around this by cross breeding themselves till only half Kree exist, We skrulls got around this by bombing our selves?"

May gasped as the alien continued, "we read about an out brake of mutations after bomb blasts so we bombed ourselves and sure enough the K-gene that's our version of the x-gene went active and we had skrulls with out the standard shape shifting and those with original powers our evolution kick started again with a bang!"

May held her chin, "Why do you fight the kree?"

the alien crossed her arms, "it's lost to time it's been so long I left because I said, if we don't know why we are fighting why do it?"

the little girl said," Do you really love my dad?"

the alien shape shifter held her chin he treated her well, was understanding a fine warrior when injured he tented to her wounds, despite having other mates he made time for all of them when not on duty. His eye never wondered when with her, and she said, "I am a warrior race for us marriage is arranged a business not a courtship May, things like art and love are alien to me! but I will say this he care for me greatly more so then my arranged marriage partner ever did. While she brough out alien feelings I thought were love, he brings them out more! So all I can honestly say is maybe I simple don't understand emotions enough yet!"

May blinked before saying," that sounds horrible!"

the lady walking with May said, "oh yes it is! More than you know little May I know sadness, I know protection, I understand but don't now jealousy enough, I know anger I know pain, I know healing. Your father makes me want to protect makes me happy and feel healed form the pain of my arranged marriage ending like it did. That's all I know about that! But you May I know friendship so let's start form their and work on this step mother step child bond form their ok?"

May smiled and hugged her leg.

that is when they came to prancer tower and heard a bang and Xavin looked to May who was already moving a man whole cover, "Go into the underground bunker slash mansion dad build in the basement and added sewer door so the Connors can live in it and wait for it to pass I know the drill!"

she jumped down.

In a moment Xavin ran behind a corner and moprhed back to her redeemed changeling Queen form and flow up in fire! To see the anthro earth pony form of the maker knocking back spidermane with a massive stretched Fist.

Peter span a web line and pulled landing him on side of a lower building, "Evil Reed what brings you to my house!" he said in rage.

the maker simply stated, "boredom Parker! Boredom! This world meets what I want a world were super powers are standard I have nothing to do here! So I thought I would plan the normal villain card for once here! Remember I am in all realities and of a hive mind with the other mes! Every chose you makes creates a new reality so no matter what there are more worlds where I Win any how. Do you know how boring that is to get a win seven times at once?"

Peter's lens mimicked a raised eye brow, "fuck now!"

Xavin went in for a flaming stone fist punch her two powers at once was a recent improvement brought on by Peter but the maker bent at a creepy angle to avoid it as he quickly made a hammer fist and Knocked the skrull back so she hovered by Peter. "oh yes just the Mrs Parker I wanted! To end my boredom I have set up a blind experiment! No thought just watching the outcomes happen as they do with you two!"

In a moment he stretched grabbing them bullying them first into another universe then back to the power pony one in an old ruins of a stadium.

the maker looked down at them as he said, "I've brough over some old fiends of yours!" he said open a gate revealing a horde of symbiote infect anthro ponies, "Made form my codex collect this is total chaos the outcomes will surprise me and I will keep score! If the number of outcomes were you win are the same as my wins I'll leave this universe alone, If not I'll have to try again! With is a nice friendly handicap!"

Xavin sent out a wave of fire! As peter stood back to back with her firing his flame throwers," No spider sense warning!"

Xavin smiled as she made stone fist and used them to knock away the claws and fanged masses, "but your most dangerous tool is your mind peter!"

to be continued.


	15. Chapter 15

In the Arena Spidermane was throwing fireballs form his gauntlets into the symbiote horde , " I have a plan only one problem!"

Xavin was combining fire with force field to make a mini flaming dome around them keeping then safe to walk, "What is the problem with your plan spidermane!"

Spidermane touched his suit," this suit has a sonic system it can make a high pitch sound wave that hurts symbiotes If you dome the arena I can set it to max while we burn them! it could kill the symbiotes with minor harm to the hosts but the problem is the sound wave is insect pitched you would hear it as well!"

Xavin sighed and said, "If losing my sense of hearing is how we win then so be it!" she then put the dome around them as Spidermane said," Sonics on Max!"

in a moment Xavin held her ears keeping the focus barely as the symbiotes left host to try and explode out of the area.

Peter was growling as he saw her in pain as the symbiotes merged together into one large tidal wave of slime and he smirked as he throw his gauntlets and mimed throwing a fireball to get Xavin to drop her dome and lit the gauntlets making the them explode in to fire right as the tidal wave symbiote swallowed them.

Spidermane turned off his sonics and ran to Xavin as she fell to her knees crying in ear pain as he growled.

the maker was watching clapping as the slime now burned form the inside out at the sight of his massive number of codex spawned symbiotes burned to ash as before him unable to escape the fire as Spdiermane start getting the former hosts out of the way.

something Xavin helped with and he commented, "well down made one big one to kill at once with out killing the hosts still more outcomes where I won but still a jolly good show Peter! Jolly good show!" he said as he vanished.

Later on in the power pony Tower.

Xavin was in normal form in a lab Spruce saying," Ok point to where you hear the sound!" she said blind folding her as she went to the left of the room and turned on a radio to Classic music nothing happened till she turned it up and Xavin pointed.

she then muted it and went to another part and turned it on making her point at her again and she hummed while continuing the rest,

when it was over she removed the blind fold, "Good news you only suffered a fourth earing lose! The biggest problem would be tinnitus with may give you spells of dizziness and earing phantom sound such as ringing buzzing roaring clicking humming and hissing"

the skrull moved a finger around in her ear as she said, "So start sleeping with a fan to block out the hearing things that aren't their nice to know!" she said getting up ready to leave.

spruce then called out, "Also that was very brave of you!"

the super changeling as she was know by the media turned as Spruce adjusted her lab coat, "you could have lost all earing yet you risked it to complete the mission with out fear that's courage and bravery everything a hero needs!"

Xavin nodded as she said, "I know!" she said morphing into her zebra form with dress as she said, "I have never known such pain. So I will admit it was brave not just military training as I want to run to flee to drop the dome and just fly away form the horrid sound. But the sound came form my Mate so I couldn't and he only mate it to save both of our lives and the lives of the slave soldiers."

Meanwhile in his lab.

the maker was looking at the struggling Antras as he readied a tool that looked like a drill to her ear, "Stop struggling antras your life will end but not your body's!" she was gagged so he explained, "this device treats the living brain as a program that can be overwritten. Or erased I will stick it into your brain it will inject in to your brain and erase you."

he said," your life your training your memories all gone! No more, their might be some cache data or fragments of them left but you will be gone dead while your body still lives! And can be replaced!"

the filizon was struggling crying as the maker stretched his hand grabbing another, "and this one holds the memories of your first queen the one who is the reason behind your in this worlds term super strength you will die so the original queen can live! But I will tell you why she started this and how she got her powers!"

The maker said, "she came to me! her husband the king was abusive and she want to power to be the abuser not the one being abused I granted it for a laugh and sense then most of your people have been abusing Men with powers I gave you! Your queen hates men more then you! She she'll gladly take this life back after I give you the save original upgrades!"

the next day in maretroplis a mare Alicorn with black fur red mane and tail, Golden eyes dressed in golden armored corset goldne fabric lion cloth that was to her ankles making it more of a skirt. Golden leather stockigns golden armored heels golden armroed gauntlets that went to her shoulders.

she was holding a golden spear " antras thank you for sacrificing yourself so I may live again! Now to remind Mare-velous of the Filizon way! And show this spidermane who he is messing with Against the Queen!"

Later on Mare-velous was running form Queen the maker had told her the story, "To owe my very being to that monster! I feel dirty! So how about this I renounce my Filizon hood! I renounce my place on the island I renounce my blood line and history! I renounce my culture!"

the queen was stunned for a moment till spidermane swung in and she flow up to try and spear him but all he did was avoid her ever strike not even using his spiderlegs as weapons he just avoid her ever move.

she even fired off a horn blast only for him to flip over it she couldn't touch him as Spidermane said," you where abused and now that make you a villain I get mental health issues lady!"

the queen was about to mock him but he webbed her mouth shut as he spoke, "I do what I do! Because when I first got my power I tried looking out for just me using my super strength to win fights for money but sense I took the champ down in five instead of lasting ten I only got paid half So I let the guy who stiffed me be robbed."

he then landed on side of the wall, "and because I didn't catch the criminal he continued doing crimes like ending the man who raised me life! I didn't know it was the same criminal till I tracked him down and saw the face! Instead of ending his life I throw him to the cobs let him rot in a cage to be punished for his crimes. I could have hurt him like he hurt me! I could have become like you an abusive monster but I figured that would be letting him win! And I guess I'm just not a loser like you!"

he said avoiding a spear strike as queen broke in to tears she was using a truth spell around here no one could lie around her she ripped the web off as Spidermane said, "that's why I am not fighting back you already lost all those years ago, then cheated your way back to life now!"

the Filizon's founder's jaw dropped as spidermane said, "So do us all a favor and go home and have your hissy fit in private. I mean I am a parent I know a child throwing a fit! This is that!"

the queen flow off in tears as Mare-velous watched jaw dropped," you just made the first filizon brake down crying with just words."

Peter looked to her and said, "a child needs why something is bad explained to them to understand it and feel guilt for the action to learn not to do it! That was nothing then being a good parent and explaining why the bad thing was bad to a child! Because that is all she is A Foal in the body of a grown mare, she has my pitty nothing but pitty!" he then web swung off.

Mare-velous was stunned and said," …..got dam! Pardon my human"

to be continued.


	16. Chapter 16

In the jungle Kaine, Zecora and Daring Do were in a temple around a Volcano having a meeting with the cruel Cuatro.

Kaine was swinging around avoiding stretching hammer punches form the fantastic changeling as he said, "Keep away you creepy pile of living silly puddy!" he said shivering form how creepy it was to watch.

Zecora was how ever spinning around using her staff well it was a spear but the blade broke to strike at the invisible changeling's barrier she could hear his breathing so his invisibility was useless and her speed made it so he didn't have the focus to use his power for offense.

Daring do had a knife out and tried to stab the stone bug only for it to brake and he grabbed her and throw her into the air, where she flapped her wings stopping herself, she waited for him to come up, "Wait you can't fly with your stone skin can you?"

the stone bug held his hands out, "yeah stone is to heavy to fly you figured out the logic behind it! big hoot!" he said charging ramming and knocking Zecora through a tree.

so the invisible Bug now hovering on an unseen plat form was facing do as he flapped and held his hands out Daring do gasped banging on a bubble around her head till she passed out, he removed his barrier, "relax spider she's alive just knocked out form a moment with out Air!"

she seemed to slide down showing the invisible bug wasn't a killer at least now at this moment in time, "now torch hurry up will you!" he said watching Kaine land a sting to the fantastic changeling's shoulders making his arms turn into limp noodles.

the bug stretched his head to try and head butt Kaine but he jumped so his head hit a tree where thanks to his horn he was stuck, " Arms numb and head stuck now I am kicking blind! Just great! Stone head thing you can help a mane out!"

Stone went to charge and smash the tree to Free his teammate but Kaine web swung in knocking him back.

Meanwhile Torch was flying down the Volcano his flames keeping him save as he cover down, "the lava buried it but not anymore!" he then grabbed what looked like a golden globe with a crack in it and flow out saying, "I got the shit we can bucking go now!" he said flying off.

Stone turned to run as invisible vanished and in a moment the tree exploded Freeing fantastic's head allowing him to make his lower body in to a spring to hop away quickly.

In a moment stone vanished too thanks to invisible covering him, Leaving Kaine Alone to check on daring Do and Zecora they where fine knocked out but fine and alive! " What was that thing anyway."

Daring do got up and said, "according to the stories a golden city had a weapon of magic that could make quakes one use only and the last one was throne in to the volcano to never be used again after a plague ended them. so magic super weapon!" she said sitting up.

Kaine growled, "FUCK!"

Zecora stretched and said, "not all is lost if one stop and think if it was the last, it is already used and worthless is what is likely the most!"

Meanwhile the changelings dropped the thing down a shoot as their money fell form above and they took it.

Stone bug turned off his stone skin to fly off with the rest, "So what happens now?"

fantastic who now had his arms back was flying beside them, "doesn't matter we got our money we won against a super hero! This is a win don't over thing it brick head!"

torch fly up over them covered in flames, "and it's because I am burn proof!"

invisible instead of using his wings was hovering on a plat form as he said, "yeah yeah your mvp this round

Unknown to them their blind drop off was to the queen.

She held it and looked at it, "I can repair it easily so it'll work once again and that city will fall with the stallion who dares to putty me!"

Meanwhile

in prancer tower in civilian form the power ponies where arguing.

May looked to Xavin and said, "what are they fighting over?"

Xavin looked to her and said, "who has the right to make you a big sister first! I'm not in it as I am newest and their by last on that list!"

May blinked and said, "that's stupid that should be dad's choice!"

Trott looked to her," he told us to choice as being super heroes only one of us can be pregnant at once!"

Marely nodded as she said, "I think me I man I was the one to save may!"

green rolled her eyes, "Please you're the only one with super speed we need that!"

Trot smiled, "well then both you and Xavin can fire energy blast same as aurora So the only one with powers that can be replaced is me!" she said happily.

spruce sighed, "and she has it!"

marelen rolled her eyes," How do you live with yourself former leader!"

At that moment the ground stomped as they looked out to see filizon army ready as their queen declared, "THIS CITY AND ALL YOU STALLIONS WHO DARE SAY YOU ARE EQUAL TO A MARE SHALL DIE!"

May was already heading for the safe house as everyone suited up as she said, "this won't end well! Big baby!"

while heading down she thought about it, "me a big sister" she thought of babies that looked like the seven power ponies and smiled, "I will have so many it's not fair! I want them all at once.

outside the power ponies where about the girls handling filizons while the queen tried to five bomb peter who flipped out of the way, "Really lady! Coming to take your daddy issues out on me a dad?

the queen roared in rage, "YOU WILL DIE!"

the maker was watching form a roof top at the chaos, "So many outcomes I wonder witch will happen here!" he said before walking off this was going to be a long one

it would be a long day a long long day, that would start dark events to come for this world.

are the power ponies and spidermane up to it? will they all survive find out next time true believers.

May then popped up and said, "we really doing this kind of cliff hanger really?"

to be continued.


	17. Chapter 17

The queen was striking at Spidermane as she said, 'I have every true filizon under my spell they will follow my lead and die with me if need be to ensue your end stallion!"

Spidermane was avoiding using his spider legs to block the Alicorn's strikes, "you know you need to stop projecting your issues on me!"

the queen blinked as she fired off a magic blast only for peter to web swing away as he landed n the side of a building, "you have male issues and as the strongest male role model around you are projecting them all on me or in short you are taking your daddy issues out on me a real dad!"

the queen roared in rage, "BUCK YOU YOU BUCKING MALE PIG!"

Spidermane fired a web blast that hit her mouth keeping it shut, "I ama spider young lady! And if you are going to behave like a foal you will be treated as one! And Bad foals deserve a spanking!" he said webswinging.

he dropped his line fired another one and land it to her tail and used that to slam her into a building back first as he said, "Now sit their and think about what you did!"

he said web line zipping to the ground where his spider legs held back four filizon swords.

the queen let out a muffled scream of rage as she was just treated as a foal by the super stallion.

Fili-second was using her speed and a taken short sword to rapidly slash off filizon armor allowing her to land rapid knee and elbow strikes to the mares to knock them out. " anyone else love it when he gets a little jerky?"

Mare-velous was growling as she used a stolen sword and shield to block a spear strike and slash the spear, " Now is not the time for talking about the mane wes love girls!"

Radiance hovered and made a construct of three samurai like warriors to fight Filizons as she smiled, 'Can't believe I could do this! Just need a little creativity."

She smiled as she was out of the Filizon's weapon range.

Saddle rager was charging through the horde of them, "what the hell is their plan pardon my human!" she said clearly pissed as she ripped a stop sigh out of the ground to make a make shift hammer to smash a filizon!

Zapp was calling down lighting strikes the metal the filizon's head attracted it to them! making them lighting rods so it was super effective, "thank you for the science listens!"

the queen managed to rip off the webbing binding her mouth, "I have given life to the quake weapon of a long lost tribe! Now this city shall fall!"

Spidermane held his head and listen to nature, "spiders say it's in the subway at the corner of first and second!"

the queen yelled out, "HOW THE BUCK DID YOU KNOW THAT!"

peter looked to her and fired off a fire ball form his gauntlet making her fly higher as he said, "the spiders told me!"

the queen blinked in shock before asking, "how do the spiders know?"

Peter web swung up landing a kick to her face with both his hooves as he said, "simple with all their eyes they see and know all!"

Fili-second pointed to a spider she spotted and said, "Creep! You guys are creeps!"

Xavin was punching with Flaming stone fist at the Filizon's knocking them back as she said, "I hate to say this fili-second but you should be going after the dooms day weapon!"

the green Mare ran off saying, "yeah makes sense!"

before long she was on it and looked at the golden orb patched she heard ticking, "Great it's ticking!"

she looked at it, "How do I disarm a magic weapon!" she then face palmed, "Filisecond you idiot you have super speed!"

She then ran off with her speed screaming all the way to the far off ocean Running along the water a bit dropping the thing then making a u-turn as she screamed arms in the air when she made it to land big bang hit in the ocean making it rain for miles form all the water sent high into the air.

She soon made it back to the city with was in the splash zone as she said, "THAT WAS THE SCAREST THING EVER!"

Xavin was holding an invisible dome holding back filizons till she turned on the fire around the shield burning them and she raised an eye brow.

Filisecond was running back into battle , "how many ticking time bombs have you ran around holding lady!?"

the queen roared as she said, "HOW EVEN!? THAT'S IT SUICIDE BOMBS HEAR MY WORDS MY ORDERS ARE A MUST FOR ALL TRUE FILIZONS GIVE ME YOUR LIVES SOI MAY USE THE POWER TO DESTORY THIS CITY!"

In a moment the filizon's start stabbing themselves to Mare-velous' horror! Before long light left them and went to the Queen who used her spear to slash her neck and in a moment a magic blast hit the area.

later in Jockey City.

in it's parker industry building Peter his herd in civilian form with May were watching a web report on the living room's large tv.

the stallion reporter, "this is your eye in the sky your pegasus stallion with style Alane goodweather reporting over the ruins of maretroplis while the power ponies did make it so no one died The city is totaled by the Filizon's final attack with they gave their lives for, that is bucked, oh wait Sorry that's fucked! Have to stay on top of current slang of my generation. Anyhow the City will coast to much to repair So equestria is just declaring it no mares land a black spot that is not part of the country any pony coming in or out of it after tomorrow will be arrest on sight!"

Peter held his head," Most of those ponies can't afford to start over and have to stay with a broken jail for evil to sigh through!" he said doing math on paper.

May looked at it, "that's how much it would cost to fix the city Gee Dad I think you have that much?"

the power ponies looked at it and Xavin comment, "he does but not in bits! Peter here invested half his earnings in artifacts and other valuables he could sell for a back up! He bought and owns everything in the museum because of it… Wait now there is an idea!"

the other ponies were confused but Peter said, "she is suggesting we sneak in to the city reclaim my stuff form the museum that is worth the amount we need or more sell them for bits and pay for the city to be rebuild ourselves."

Trot smiled as she jumped up, "perfect it's not stealing as it's your stuff so nothing wrong with it! Let's power pony up!" she declared happily jumping

Only for Peter to hold up a hand, "sorry but we have two problems one this report was form yesterday so we need to sneak in our bright colored outfits aren't going to make sneaking or stealth easy so we need new stealth suits! Two the jail broke so the criminals are running Free chance are we'll have to face all of them to get what we need out of their because we need the three most valuable!"

Marely rolled her eyes and crossed her arms, "So let's make us some stuff suits and head into no mares land!"

May then said," And I say with aunt Teresa while you all do this so yay!"

Later on in the ruined city of maretropolis

Peter was in a new spidermane costume it was Black and grey version of his classic suit with red lens, to let him see in the dark as he crotched on a roof behind him the other ponies.

Xavin altered her suit's purple to grey. Fili-second's new suit was Black with dark grey arrows. Mare-velous had a new suit with the red replaced by grey the Green replaced by tan. Saddle rager's new suit was dark grey with the pink replaced by Black with black roses on it , zap's out fit simple replaced white with grey.

Masked Matter horn had a new suit that was Black with Grey boots gloves belt, grey maks with red lens.

Radiance still had her gems but she some how altered them to red, her outfit was now Dark grey with the trim being black. Her mask like wise had red lens.

Spidermane looked over the waste land, "Ok now it's time to power pony up! Let's go secret mission!"

to be continued


	18. Chapter 18

In the maretropilis museum the power ponies were searching.

Peter was upside down, "Well girls it's official looks like he escaped criminals came here to arm themselves!" he said pointing to missing cases.

Masked matter horn sighed, "why are the most Valuable weapons! Like king Sombra's Axe got fuck it!" she said covering her mouth, "I know we inspired people to start using that as a replacement for Buck but how long before it becomes a curse word in our langue?"

Radiance was using her bands to hover a dragon skull, "historic value?"

Fili-second was running around at high speed, "yeah we got nothing! Lots and lots of nothing in here! Well, the gems are untouched! In the geology wing but I highly doubt we have enough shiny rocks to add up to match the repair bill!"

Mare-velous sighed she was taking this the hardest of them after all it was her ponies that did this! She was the last Filizon because she disowned them. She was standing in the corner and Peter looked to her and said, "Mare-velous I am not going to but or give a beep talk I know you are taking this the hardest and view this as making up for all your ponies crimes! Just know we are with you!"

she put on a faint smile as Zapp Flow in and said, "and it's official the tech wing is empty too! Now what? Who knows what has them!"

Saddle rager knocked walked out holding a massive make shift hammer made by ripping up a street sigh on her shoulder," you forget Peter remake this place!"

Peter nodded as he pointed to black boxes with Gem eyes, "cameras while the lens are broken!" he web swung up and removed the tape, "the tape is still working and probably has some footage on who took what!"

Radiance quickly made a player out of light as Peter put it in and the construct played the tape fast enough to come to Shadowmane taking Sombra's dark crystal Axe as he said, "And that's one of the three right their! Let's get the tapes out of the cameras around the others and play them!"

they all did that and Soon they had their list, "ok Shadowmane has the axe! High heel has Celestia's Golden heel sandals with where enchanted to never brake with her kick fighting style it fits and will make her dangerous. And Finally the remains of the ronnin dragon's Katana was gotten by necro nag!"

Xavin smiled as she adjusted her changeling Queen mane as she said, "Gee you found how who now we need to find them! and reclaim the items!"

Peter nodded as he said, "yes and my stealth suit is light armor I am currently with out most of my weapons for sneaking past the defense line! Only one option to find them!" he said web swinging out of a broken window.

the power ponies followed and Soon Peter lead them to a building a warehouse that had light coming out of a broken window and in a moment he landed and held up a hand as he said, "Xavin if you please!"

the Skrull made a stone fist and punched the door down to the power ponies shock their was a villain bar inside as Peter said, "Every city has one!"

Phetlock growled fire coming out of his mouth form his new powers, "the power ponies you have some nerve coming up in here!"

the Skrull rolled her eyes, "Please in no mares land no law that means no criminals and law enforcement! There are no heroes and Villains here just ponies looting what they can! With is what brings us here! We want three items to find three mares took them already! We watched the tapes in the museum we are looking for necro nag, Shadowmane, and high heel!"

phetlock held his chin and said, "well then come on in! welcome to my bar! The hidden tomb!"

Mare-velous jumped and shivered as Longface had just flirted with her as she said, "I don't like this moral grey mess!"

Peter was walking up to the bar tender, "Just remain calm ladies!" the spider walked over to the tender as he said, "Gee smudge you're the bar tender! That means you know where everyone who order a drink is! I know bits have no value in no-mares land but tools and knowledge do!"

the ball of slime rubbed his chin as he said," Street smart I respect it yes I know where the mares you are hunting are but it's going to coast you!"

the spider totem clapped as he said, "Oh you idiot you forget I saved prancer and he owed me big and I picked up the thing he repaid me with!" he said pulling out a caller and putting it on smudge.

In a moment Smudge fall down and came back up the bar hiding his lower body but to his shock he looked like a normal stallion earth pony anthro, black fur red mane he pulled up a red tail, red eyes to everyones jaw dropped shock he bit his finger blood came out to his shock.

Spidermane said, "and that is a little something called the off collar it's a prototype but once I till prancer it works he'll make big bits selling them to jails, now it won't work on any of us power ponies by the deal but on you it will!"

Peter then held out a key," this is the key for it! tell us what you want and you get the collar and the key the power to be normal and keep your super powers!"

smudge quickly said put down a pen and paper, "I'll write it down for you! Shadowmane I setting up this ninja gang in the central park! Necro nag is hiding out in the police station using her army of historic warriors to enforce law on her territory, and high heel She set up shop in the power pony tower! Ironic right?"

he said handing the paper over and Peter throw him the key.

In a moment smudge used the key to open it going back to his slime state before closing it and going back to normal, "YES!"

Xavin then quickly used a rubber wind up punch to knock away Neon brush as she said, "Ok we got the information can we get out of her! I am getting sick as fuck of this losers hitting on me! We get it we're the hot mares in the bar but what makes you all thing you have a chance!?"

the male villains looked down as a few lady criminals said, "but your so hot! Saddle rager is the hottest!"

with that the large mare walked out saying, "I'll wait outside!"

Later on in the middle of the city Peter was looking at a Map with points draw on it " Ok Shadowmane in the park, necro nag in the police station or high heel up in our digs?"

Mare-velous sighed as she pulled out two double bladed knives of gold she was using this instead of her hoofarangs right now as she said,' Shadowmane has sombra's Axe if necro nag gets it we are trouble same can be said for high heel running around in Celestia's heels, Necro nag is the most dangerous we have to go after her first!"

Filisecond jumped for joy, "LET'S SHOW THAT BITCH!" she screamed using a human swear because it sounded better.

before long they where heading to the police station along the way they came to Filizon clones as Peter said, "and rematch time I take it! look Queen isn't one of them!"

to be continued.


	19. Chapter 19

Peter was flipping to avoid swords as he shoot off web balls that explode into cocoons to trap the cloned filizons! " I didn't come ready for all out war fare! I came for in and out stealth!"

Mare-velous growled as she fought the fakes in rage making the other power ponies thing about something before turning back to focus.

Masked matter horn fired off a beam that made one Filizon clone shattered, "Mare-velous you so get the right to be first mother of our herd! Well second but at least their will be another filizon heritage pony around for you to start it over and make it better with Spidermane!"

Radiance was in a construct of a large mech suit knocking away Filizon clones as she said, "Agreed!"

Zapp held her hands out summoning down lighting to strike the clones making them shatter, "it was so easy for Necro nag to make an army their weapons and armor litter the streets! No mares land is an all she can necro clone feast for her ass!"

Saddle rager was growling as she punched the clone of Queen's head shattering her, "yeah this is crazy! Her powers are too over kill here!"

Fili-second was running around holding a stolen sword," So having the creepiest case of Deja vu!"

Xavin was using her flaming stone fist to smash through her new ability to use two powers at once was amazing to her a new feat that allowed her to make better use of her powers!"

Peter then spoke up, "Xavin mind sneaking in and just handling necro nag personally for us?" he said web swinging out of the way of an axe!

the skrull turned invisible hiding a shameful blush that she didn't think about it herself.

She walked through the horde to necronag's base in the ruined police station she smiled beside her a dragon of red scales one eye cut off wings in samurai gear that was cracked and damaged holding a large black Katana.

in the nag's hand was the same sword but with out the blade She looked to the dragon ronin she heard stories about how he slayed thousand in the dragons war against the griffons for nothing more then standing before him.

At this moment he was facing a copy of Ben with full gear only for the dragon's spead and sword skills to slash through the fake spidermane's spider legs and his breath to set him on fire.

Finally the Dragon landed a decapitating swing with his sword, Now Ben fight like Peter so if he could slay Ben he could kill Peter!

Xavin gulped at the sight her look of horror hidden by her invisibility as the nag laughed evilly and said, "And you also killed Black light and drove off those changelings you can handle Two of his herd mates too That's Three of the eight I hate you can kill for me dragon baby!"

how ever Xavin made her left fist stone and while still invisible he punched her in the face knocking her out making her clones all shatter ending this making the dragon shatter as well.

she reappeared and stretched her arm grabbing the katana handle, "you will not respawn him! You found someone who could have killed My mate and comates that I can not allow!"

she said walking out to clapping hands of the Power ponies as she said," She had a copy of Ben fighting the dragon, Ben was decapitated while fighting his all!"

Peter's lens mimicked an eye raised, "then it's a good thing we didn't have to fight him then! If he could have slayed me! as prove by slaying my mirror evil Twin! But Ok then!" he said looking at the sword handle, "you have the sword! Now just the Axe and the princess's high heel golden sandals."

Xavin put the handle into her suit's pocket where it appeared to vanish as she said, "Well then our mission is one third complete!"

Mare-velous smiled she was closets To peter right now she was feeling better the idea of starting the filizon line over with Peter and making it better had made her feel better and she would do it but right now they need to focus.

Spidermane said, "Ok the park is closet to us so we head their for shadow mane's ninja group! To get the Axe!" he said shooting a web line as they swung off.

the power ponies moved along the ponies stuck in no mares land that saw them smiling as hope had returned.

In the Park the ponies were soon jumped by ninja dressed in pure purple version of shadow mane's outfit. Purple body suits hoods and capes.

Peter flipped over throwing stars as he said, "Really now?" he fired a web line grabbing a sword to his hand and used it to Block another, "this is nothing more then the hand form back home, Well I guess it would be the hoof here!"

Masked matter horn was shooting freeze beams as she said, "fili-second want to head out?"

the ultra fast pony took off in a moment to find Shadowmane.

Radiance was using her bands to make constructs of a spot lights to light up the area and reveal them all, "did you think the power ponies would drop down Darlings your so stupid!"

Zapp called down storm force winds to blow some of the ninjas away, "this is our city and we are not giving up on it! We will save it always! This is no different! We failed to stop the Filizon attack but we will save this city we call home! For our future foals!"

Saddle rager grabbed and snapped a katana between her left finger making the ninja back away slowly but saddle rager turned around and her tail slapped the Ninja out of the park like a baseball home run as she giggled, "I am more then just a Tall mare with rocking looks I am super strong and smart! Not as smart as spidie but that's why I love him all the techno talk we have on our dates!" she said like a love sick little filly.

Mare-velous was blocking throwing stars with a filizon shield she grabbed before she left the police station and slashed cutting a spiked club in half with a Filizon sword, "My ponies did this so I most fix it! it's the only way me and any future filizons that will come form Me and Spidermane can hold their heads up high in their fresh start!" She said determined.

Xavin was simple using stone arms with a stretch to make a fail to knock back a large group at once, "Anyone else feel like this is Hydra!? Form army size."

Meanwhile fili-second arrived to see Shadowmane in a new outfit.

She had her mask off her cape was green, she had a yellow top with the hydra symbol Green baggy pants no shoes held up with a yellow band her pony tail mohawk tied green. She was holding the baron's sword shouldered with a gun holster on her hips as she said, "so you dare face madame hydra Alone? It's your end! Hydra may have been set back with lack of Ammo but that is changing now! The elite with our new rounds of ammo form our restored factory are heading out now!"

she said drawing her gun to fire only for fili-second to avoid it but in a moment, the zebra kicked back landing a blow to fili-second's stomach, "sorry girl but I know how you fight you always go for behind or to the side glows to knock down using all the force of your earth pony strength boost by your speed!"

Fili-second backed away as Shadowmane now madame hydra said, "before long we will find Neon brush or phetlock and milk extremist form their blood to empower our armies this city will be the new hydra island and our base!"

Fili-second got up as she said," then I'll have to fight not like me!" she said reaching in to her gear back and dropping a small ball that explode in to gas as what looked like a gas mask folded out form her mask.

She ran around Madame hydra making her cough and gasp for air as the smoke was now a dome around her as Fili-second ran and soon stopped when the zebra fell over as she said," hated to do that now for sombra's axe!" she said ranning around till she found it in a treasure room and grabbed it.

she then hit a button on the side of her mask, "got the mask we can leave now!"

At with point spidermane flipped to avoid bullets," Ok power ponies fall back!" the ninja slahs hydra force would think they won this battle but the war was lost this round!

they were heading to the tower for the last thing to rebuild this city!

to be continued.


	20. Chapter 20

In the ruined city of Maretropilis around the power pony tower.

high heel was landing a leg strike that knocked Mare-velous out the window as she turned avoiding a punch by Fili-second making her fall out the window but the Power pony grabbed her leg.

As fili-second fell high heel was pulled out and petter fired a webline and pulled off the golden heel sandals the villains was wearing as Saddle rager flow up grabbing mare-velous and fili-second.

fili-second then kicked high heel in the head making her fall, "and that's all three items we need now let's sneak out of here!"

the next day in Equestrians court Peter prancer in a red suit and blue tie was holding out the bits as he said, "As we know the power ponies will get it back in order I will pay for the city's repair work! It's on prancer industry!"

the council around nodded before saying, "Well sense your paying for it!"

the news would explode at this the city was going to be saved!

outside Peter walked up to his herd who quickly hugged him, as May walked up wearing her normal outfit, "so I am staying with aunt Terresa some more? Can't I go with aunt Daring do Zecora and uncle Kaine? Come on they need the danger sense!"

Marelen petted her head, "Maybe when they aren't in the land of giant wasps! Don't those thing kill and lay their eggs in spiders?"

Peter then said, "not kill the venom turns the spider into a zombie won't move but body is still working so the baby wasps can eat their way out of fresh meat!"

May jumped on to her aunt Teresa who was in a red lady's business suit's arms," Staying with my aunty in the city now!"

A few days later.

Teresa as the spidermare was web swinging around when she spotted something as the sun was setting Morbius coming out and she landed on the wall, "Morbius so the living vampire does still live!" she said stunned.

Morbius then held out a hand, "you know it's not by chose Spider! I respect you as you are Peter's little sister but don't get in my way! I have a long night ahead of me!" he said flying off.

but the spider swung along and said, "Sorry man I can't let a living vampire run wild!"

the vampire landed on the lech of a building over looking the ocean, "how about a nuckelavee!?" he said as form the water trotted out what looked like a skinless horse, with a skinless human torso fused on it it's back it's long clawed hands dragging.

Teresa's spider sense went off, "Ok the fuck is that!" the thing then breathed on a tree making it fall and she drew one of her new holstered guns and fired off a dart at it, "Ok enough said it has breath that kills plants and a farm is not to far form here!" she said swinging in the kick at it.

the living Vampire flow down as she said, "Well she learns quickly at least!" he said landing down as the thing got up and roared a loud roar that make Morbius cover his ears as he hissed, while Teresa shot a web ball that explode webbing both it's mouths shut.

Morbius then recovered as he charged in only to fly up as the arm stretched to hit him.

the spidermare fired a webline and zipped close using the gun on a magic blast setting to shoot an energy bullet into it's human head point blank blasting it off making the torso Rot but the horse remained.

the thing tried to head back but Morbius tackled it mouths on his palms opening to drain it of blood making it kill over, "and this beast is finished!" he said holding up a hand, "but it will return!" he said watching the horse rot, "Ever night I face this thing! Every night I drain it of blood to state my thirst! And the next night it returns!"

Teresa's lens mimicked eyes widened as he went on, "form what I tell below the ocean where I can not go is a place that either makes a new one or restores one over and over again for it to trot out! I don't understand it and I can't go down there! I know I can swim as I am living vampire and don't have normal vampire weakness but the fact of the matter is I can't get deep enough with out the pressure crushing my lungs! I am a live I need to breath! But if I was undead I couldn't swim! see my problem?"

the spidermare holstered her gun " yes I do! But I don't know anyone with water based powered!"

Morbius then said, "till we do I am off to go patrol it won't return again tonight! Maybe talk to your brother on making a submarine!" he said flying off.

Meanwhile Teresa was in her aunt's apartment when she opened a letter and read it, "Dear Mayday parker hi I am Wanda Wilson formerly Wade Wilson. Your daddy know Me as Deadpool guess I still am but just tell him I had a gender change and showed up here thanks to my last adventure and I am pretty!" she blinked and picked up a phone to send this message to her dad as a text.

Meanwhile

back in their normal costumes the power ponies where battling as peter's suit played it's sound, " Well now no words!"

that is when he heard gun fire shooting a Neon Brush down by hitting him in the kneecap.

that is when she walked out a mare with pink fur Blonde mane and tail red bikini top red pants with the left leg cut off with bandage socks, black heel cow girl boots spike metal belt, arm wrapping held on with belt bands on the wrist and bicepts.

She had two katanas on her back and two six shooters holsters on her belt her yellow eyes shined and one was covered as she waved, "Oh Spidey Look it's me Deadpool!" she said striking a pose to show off the fit model figure, "not what I had in mind when I made a deal for beauty but I think I work it!"

In a moment A metal spider leg stabbed her in the back and she screamed, "OUCH! I WILL HEEL BUT NOT FUNNY YOU COULD HAVE JUST SAID NO! GEEE" she said getting up the wound already closed.

She rubbed her back, "Any itsy bitsy is back you know that pyscho lady Given both of our powers making her an unkillable evil spiderlady! She survived because her finger turned into a spider and she grow back!"

In a moment the power ponies eyes widened in horror as Razor wire slashed off the neon brush's heads.

their was the equine form of itsy bitsy blue furred black tail no mane, all her spider like traits remained as she put her left arms on her hips, "hello Mommy and daddy!" she said giggling.

the power ponies that over heard it all were stunned but Masked matter horn said," and form what I know she is killing criminals in the name of spidermane! Lady that's not happening!" she fired off a horn blast.

Only for the spider lady to flip over it and land on a ruined wall, "sorry Lady but this is a family matter!"

Deadpool put drew her swords, "Ok ok! Ladies ladies look at me you need crazy to fight crazy! No one is crazier then me!"

Peter sighed, "she's right Deadpool, Take the lead!"

the killer for hire jumped and said," YES TIME TO POWER PONY UP NEXT CHAPTER!"

to be continued.

Deadpool popped up and danced, "And thanks for making me hot as hell writer! I do enjoy a good gender bend to bad I am not ending up in peter's harem! Me and spider would have been a dream come true, but I get it my crazy hot ass wont' work well with this light and softer types oh well love you all see you later!"


	21. Chapter 21

In the ruins Itsy bitsy was using her razor wire webbing as weapons using her sick arms to spin and swing them like webs slashing what they hit making it six whip swords.

Masked matter horn was jumping back out of range, As Radiance made an energy wall, " basic but it works with her razor wire webbing!"

Saddle ragger was hiding behind it as she said," yeah who would be crazy enough…. Oh wait!" she said spotting Deadpool charging getting slashed apart but her healing factor made it so this wasn't a problem!

Deadpool soon got close enough to fire her hand guns on the spider lady making her jump up where spidermane jumped down spider legs slashing at her as his stingers popped out.

Before long on side of the wall Itsy bitsy was locked with spiderman her six armored hands against his six blades and Deadpool as she healed could only say, "….she makes spidey so aggressive! PLEASE TELL ME I AM NOT THE ONLY LADY WHO IS ENJOYING AGGRESSIVE SPIDEY!?"

Zap fanned herself and said," no you are not!"

In a moment a stretched stone arm hitting itsy bitsy in the stomach as she said, "ouch my guts!" when she bent over no longer holding back spidermane's strike all six blades hit slashing her only for her to start healing right away.

Peter growled, "one good thing about your healing factor I don't have to hold back!" he said growling as he charged forward.

Fili-second ran in trying to run up the wall only for itsy bitsy to grab her some how using spider sense to do it where the spider lady held a claw to her neck, "One move and the green furred bitch loser her pretty neck! I don't want to do it she has a very nice plot!" the spider lady said one arm rubbing the speedster's back end making her eyes widen in horror.

Marey cried out, "My barn door don't swing that way lady!"

itsy bitsy giggled and said," ah isn't that cute she thinks what she wants matters to me!"

Everyone froze well everyone but peter, Deadpool and Xavin who were use to this type of bad guy.

mare-velous on the other hand fainted upon the statement.

Spidermane how ever hit a button on his belt making smoke appear form the area!

itsy bitsy looked around, "So I can make do with my spidersense wait my arms changed!"

In a moment Fili-second fell out of the smoke as Xavin landed, "are you ok I used my force fields to move her arms apart enough for you to drop!"

the power pony grabbed her team mate and co wife and hugged her, "THANK YOU THANKYOU THANK YOU! HOW DID YOU DEAL WITH THIS FREAKS?"

Deadpool was then kicked out of the smoke cloud missing her left arm as she said, "yeah your world is so much lighter and softer and don't worry I'll grow back! Just like my liver!" She said using a katana to point to a hole in her side, "I think I smelled onions!"

form the smoke Itsy bitsy came out of it as peter in his exo skeleton in great weaver mode hissed , out, "your were given the power to drive me Mad itsy bitsy! Like the look of it?"

itsy bitsy held her chin and said," yell yeah if I wasn't made form a part of you a bad guy got I would be all over it!"

Wanda called out "SORRY THAT'S MY PART OF THIS CHIMERA TALKING SPIDEY BUDDY!" In a moment Peter charged landing a stinger strike that shattered his exoskeleton part as did Itsy's and she seemed to become a normal blue furred mare. "that wasn't me that was the great weaver I was challenging to turn off her spider powers!"

the power ponies looked confused as Deadpool who's arm was now regrow to the elbow said, "you bitches don't know! let me explain! All of reality is in one giant spider web spun by spiders to large to be Seen this cosmic beings create reality and pick those they deem worthy to empower. But they aren't perfect and connect to their magic web can be forged like Itsy bitsy! The great weaver is the king of this spiders! And spidey here was chosen by him! Making him the boss of the spider totem warriors that protect reality!" she said pinching his maks's check only to have it slapped away.

the power ponies other then Xavin had jaws dropped as Fili-second said, "good thing I'm not scared of spiders,…. Wait webs come form a spiders butt soo does that mean we are spider poop!"

Peter then said," a spider's back body is arranged differently the part that makes the web is their lung not their backside Fili-second!"

Saddle rager blinked raising her left eye brow, "the fuck!"

mare-velous got up, "over heard the spider stuff I don't believe it!" a voice then called out, "well believe it!" the voice boomed and seemed to come form everywhere.

peter held up a hand," the spiders are watching! No one do anything stupid looking your way Deadpool!"

the mare who was completely healed some how now had a rainbow afro upon her head,"…. To late!"

In a moment peter slapped the back of deadpool's head," your more of a cartoon then slapstick and he's power is he is a cartoon!"

Wanda then point to her figure," but now I make it up for it with a figure that puts me in shehulks league …. Remember that time she got turned into a cat girl!? You where their spidey remember!?"

peter sighed, "yes I remember! Now go away Deadpool!" and Deadpool was already gone.

elsewhere in the ruins Deadpool was on the roof looking like she was talking to no one " hi their readers sorry but I can't stay I won't work well with this light and softer kids tv super hero types but don't worry the writer is going to write me a happy ending in an arc or two! But right now this ends the storyline that began with the maker showing up all those chapters ago!"

wanda smiled as she span and said, "and it was kind of our first big one! So hope you enjoyed it! next chapter we return with a less serious less dark arc but right now I'm off to go after Shadowmane slash madame hydra!"

she said flipping off the building and smiling as she fell saying, "power pony up Got to say it! peace out readers and wash your got dam fucking hands and wear the fucking masks right got the hell dam it!" she said landing on a smaller roof in the super hero landing.

she got up and said," ouch! Broke my fucking knee! Why do we do that landing! It doesn't work worth fucking shit got fucking dam it!" she said limping off till it healed, "oh fucking thank you healing factor!"

Months later the city was restored the events of no mares land forgotten by most, but a few were making money writing books about living through it or talking about it on the new internet.

but other then that maretropilis was shining bright again.

In the prancer tower May was smiling while crying blowing candles out on a cake it was her birthday she was turning ten now! Her first birthday parter it was just her , her family, and the conner's but she didn't mind!

Mare-len was dressed in a white sun dress hand on her swollen she was pregnant she already knew it was a filly and she was happy about it a new little Filizon to start them over write as spider totem cosmic spiders willing. This means mistress mare-velous was taken off the team for awhile but she knew her team mates could manage.

to be continued.


	22. Chapter 22

Marelen was laying on the couch holding her stomach, "Now why you got to kick mommy every time she gets up!" She said arms crossed.

Meanwhile in the city streets.

Peter was web swinging beside him flying was Zap as he said, " Something is off My spider sense has been heading off like crazy! But at the most random time!"

Zapp held a hand up and said, "it could just be going out form over use?"

the spidermane was quick to say, "No I once had to do that because spider-slayer was tracking me by it! to you know how much danger it takes to overload it? more then nomares land could offer!"

he then landed on side of a building, "it went off when I was talking to curt at our lab , went off near the park and now it's going off here!" he said looking up at a sigh , "vote truhoof for mayor I'll keep this city for us!"

he held his chin as he looked at the earth pony brown fur black suit bleached white mane and tail green eyes, "Now hold on I saw that guy outside the window in the lab when Peter prancer was talking to head researcher Curt conners, And again in the park with May!"

Zapp flapped her wings and held his chin, "….. now all I know is he dislikes none ponies but other then that he is clean!" Peter shoot a webline up, "then it's time to investigate!"

Zapp followed to the campaign office and spotted the stallion and tapped on the window and the guy opened it Peter nodded his spider sense coming off as the guy said," Oh if it isn't an outstanding Stallion and mare what can I do for you want to appear in my next campaign I know you can't Possible enjoy working beside that Lizard and filthy bug"

Zapp crossed her arms as Peter held out a spider leg, "No I am investigating I can link you to three times my danger sense went off!"

the stallion adjusted his black tie and laugh it off, "Me a danger if anything I am in danger of the striped, donkey, lizards and bugs in this city! I respect Peter for paving the way with prancer industries but he needs to know this city is for Ponies only ponies!"

Zapp pointed to something as she said, "I am sorry but that head band was on a bang working with Hydra when nomares land was a thing!" she said pointing to a ripped head band with a hoof print.

The stallion rolled his eyes, "I found it when I came back into this city and kept it as a good luck Charm lady! Trust me I am a clean responsible Stallion unlike Peter who has a herd but neither of them are May's Mother!"

Peter's lens mimicked an eye squint as he fired a web line to pull the door open making what looked like a full hoof suit fall out, "care to explain what this is about? The whole suit!"

The stallion walked to his desk and quickly pulled out a gun firing it Making Peter flip to the roof and web line it to him and we web sung forward as he said, 'Let me guess hoof backing, they help you get rid of the none ponies you look the other way!"

the stallion laughed, "why yes I Do but you will never prove it!"

Zap then waved around a mini camera as she said," but your on video Dude!" she said flying off AS peter web swung out.

the guy quickly grabbed the phone," they have me on tape!"

Elsewhere not to far away.

Zapp was calling down lighting strike on hoof pegasus soldier who fly through it using wooden staffs to hit her as Peter said," the suits are rubber coated lighting won't work!"

Zapp recovered and called down storm force winds in vortex to grab and throw them away as she said, "well they are smart as that's my go to attack!"

Peter was swinging as he grabbed the tape, "hold them off I'll deliver it!"

much later on the news truhoof was being taken away for involvement with a criminal gang taking him out of the mayor Race!

watching on the news Was Peter sitting MArelen sleeping on his lap as he petted her head and said, "Ok do I woke sleeping pregnant beauty or hold it in…. I am better off holding it in!"

A month later.

Marelen was grumbling as she was watching the rest of the team fighting the hoof on the news while she was laying down, "I miss it! dam it three more months! But you will be worth it honey!"

She then heard a crash and walked around to check it out and jumped to see May in her little spiderling Suit happily webbing up a hoof ninja as Curt hold them down.

curt looked up, "you think he would leave his house unwatched with you pregnant and May home?" Curt removed the mask to reveal this Ponies were familiar face one a nurse unicorn, mare the other a mare who worked in the police and finally one who was a construction worker who helped build the tower.

Curt then held his chin, "Goes deep goes deep thanks to no mares-land!"

Meanwhile in the battle with the hoof.

one with her hood down and a cape showed up it was high heel in the hand out plus tight heel boots and a cape as she smirked spin kicking sending out throwing stars fire form her heels at Xavin who made a force field while flying, "Really you're the hoof's leader!"

high heel smirked as she pulled out a boomerang, "Only for now! And I won't be high heel for long!" She said jumping and grabbing a chip of the changeling shell as she pulled out a bottle and smirked as she drank it, "behold the birth of a golem!"

In a moment her fur turned yellow as she laughed insanely her eyes turning pure red her outfit ripping to shorts her black heels sleeveless ninja suit and the outfit became backless as black bat wings grow. Her mane turned pale white as did her tail.

she laughed insanely as she summoned a sword of fire to slash at Saddle rager's leg making the mare scream in pain as she was slashed and burned, "I need DNA of a fire beast to finish it! goodbye high heel hello Lady Goblin!" she declared happily as she throw fire balls that explode in to the area making fili-second run to avoid them.

Peter web swung landing a kick to her back as he grabbed her holding them down as his spider legs slashed cutting them off.

high heel fell face first to the ground but Peter was knocked back as the wings regrow and she took flight, "Nice try I regenerate to face for that!" she said holding two fire balls as she throw them laughing insanely. "DO THE END OF YOU LOT YOU DON'T GET IT I WAS IN YOUR BASE IN NO MARES-LAND I HAVE ALL THE FILES YOU HAD! " She laughed till her laugh became a sonic scream knocking everyone the hoof and the power ponies away.

Peter landed on side of a wall as he said, "Great one of this! Power ponies fall back to the power pony tower!" he said firing a web blast as they left leaving the hoof to a rampage.

At the tower with was prancer tower now they were merged as the old tower was broken apart Peter pulled out their stealth suits," the stealth suits bend light and sound to a degree! So one of us should be able to charge through the scream while wearing them! only one problem only one is working.

he then throw radiance hers as she said, "oh fuck me! so what I charge in and what?" he then handed her a needle, "gene cleanser it resets DNA to normal!" they blinked as he said, "if the power doesn't come form an object it'll take the powers sway!"

they jumped as fili-second hide behind a wall, "YOU KEEP THAT STUFF HERE?"

Peter then said, "one bottle at a time in case of goblins! Right now we need to distract her so radiance can landed it.

not to longer in a riot while the power ponies showed up high heel went in for her sonic scream only for radiance using a shield construct to fly through it and inject her in the neck.

high heel then fainted as she slowly returned to normal in the fall as Peter swung in grabbing her making the hoof scatter at their leaders defeat, "won't be able to make another one of those for awhile I have to get the stuff so seperete at a time or else they might use it against us!"

To be continued.


	23. Chapter 23

It was a quit night in the prancer industry tower it's p logo now stand for power pony as well.

that is when Marey woke up yawning her pajamas were a large over sized shirt, and pink short shorts she was eating for the kitchen to get a glass of water, but she noticed a light form it and quickly ran off only to arrive a second later in costume.

As she ran in to check it out their was a biped that appeared to be made of an ever changing black liquid metal with glowing yellow circuit boards it's parts ever changing and it looked like it had a mohawk of random pole like machines sticking out of it's head.

It opened the fridge and seemed to make an apple the into the same kind of thing as him before eating it and Fili-second screamed making it turn and hold out it's hands as it's eyes bugged like a cartoon, "Self can explain!"

the power pony charges only for the machine to bend like rubber as he said, "Self is only looking for help form spidermane!"

At that moment the light went on and Peter in pajama pants walked up and he said," warlock?"

In a moment he slimed over reformed and hugged him, "Scans reveal you are self warlock friend spiderman! Self is happy to see you!"

the power pony pointed," you know this thing!" As it let him go Peter said, "yes meet warlock a mutant technorganic alien. That means he is different form normal members of his race, he is a living thing and machine at once and he comes from another planet."

Warlock touched his chest," self warlock is only member of self's race to have emotions! Self-arrived while fleeing siredam that's self's one parent as self's race reproduce asexually by budding."

Later on everyone was in the living room as warlock extended his finger and plugged it into the Tv to display his memories," Allow Self warlock to explain himself!"

the thing showed images of warlock in the form of a ship with a much larger one with jaws chasing him, "self's race is parent child fight to death for only stronger survive self ran as he couldn't bring himself to fight siredam as Self is only one of his kind with emotions! Siredam Magus has chased self warlock for long time! While in current attempt was sucked into hole in space time known as worm hole, while worm holes spit out Black holes their cousin are one way. Self and siredam thought whole was one way so he left upon my pulled in was spat out in local forest!"

the memories now showed him reforming form puddle as he walked along, " Tried finding civilization" the image showed ponies running form him, "but no one would speak to self! So self wondered through wilderness making fruits technorganic with the tecnorganic virus self caries as a natural ability! After all self can't eat unless it's technorganic then Self overheard ponies talking about spidermane."

the image him becoming what looked like a technorganic bird," transformed to get air view found city they spoke up and Self head to find spidermane thinking he could be the missing spiderman! Self was correct and self is happy to see him fine! When Self teacher spidermane vanished even shield could not find him! Self was worried. But along way Self ran into trouble!"

it showed images of hydra solider shooting at him on primitive flying machines with hand guns, "Self was target by hydra forces! They managed to take part of self , self fears phalanx outbake thanks to them!"

before any pony could ask everyone heard an alert and looked out to see the masses in a techno organic state banging on the door as warlock said," Self's fears have come to past hydra as turned self in to plaque!"

while everyone was panicking peter put on his spider badge making the suit appear, "Look Warlock you can reabsorb the infection correct?"

warlock nodded his head and spoke up, "yes but this infection viral spreads form on infect if we find patient zero we self can reabsorb all infection at once!"

peter then hit a button making the top floor they where all on turn into an air ship and head up into the air

May looked out below, "grosses t's a chaotic mess of slime down their!" she said looking down as Marelen held her stomach and turned green as Peter said, 'No that chaotic it's like an insect five!"

warlock nodded and spoke up, "self knows insect hives put queen founder at deepest point, patient zero is founder patient zero would be queen! Self-friends and teacher stay here! Self-warlock made mess self-warlock clean it up!"

he said opening the window and jumping into the slime mess converting the city and travled through it where he came to phalanx queen room.

it was a tower with multiple faces of Shadowmane made of living metal with tendrils tipped in saws that went to slash at warlock, "the coward returns.

warlock bend away form them and stated, "self teacher spidermane taught warlock other wise, Self's emotions may make him run but they way self runs is up to him!" he said turning his legs into tank dreads and taking off in high speed as he made a jet engine out his back and tackled Shadowmane.

where he started reabsorbing the virus as he said," Reabsorbing self's fragment you have spread thin!" above the city being returned to normal with it's ponies making the mobile mode of the power pony base part of the tower land.

spidermane removed his mask smiling, "he did it!"

below the now normal Shadow mane went to slash at Warlock but warlock made the part she hit become a shredder turning the sword blade that touched him to metal flakes leaving her unarmed. " Self-warlock believes you are up river with out any form of steering!" he stated as he morphed a hand in to a hammer and knocked her out.

later on in jail Shadowmane smiled as one of her guards smiled at her and said, "Hail hydra!"

in the power pony tower Warlock looked sadden, "the ponies will only see self as the virus itself, not at self warlock!" he said sadly but May smiled as she looked out, "I think self warlock may have made error in understanding form what self may is seeing out window.

Warlock stretched his tech over and his eyes bugged out taking on telescope like state as they grow.

their was a banner hung up around the tower saying, "thank you warlock for saving us form hydra!"

Warlock's body moved up as the neck returned to normal as did his eyes, "Self warlock is thanked by ponies… Self warlock feels so happy." He said smiling a creepy mechanical to wide smile.

he then took on a plane like form and landed before reforming the ponies walking up and thanking him for being a hero.

warlock smiled as he noticed spidermane landing on a web swing, "that's the thing about this world warlock they know who is a hero and who isn't! " he said putting a hand on his shoulder.

Warlock smiled," Self warlock understands why Self teacher spiderman came to this world. It's a nice world and self warlock wishes to see more of it and find new friends for self! Like the new mutants were!" he said growing jet wings and taking off saying, "goodbye self teacher and self friend spiderman!"

to be continued.


	24. Chapter 24

Billy Connor was dressed in Jeans blue hoodie and shoes walking home form school blushing as May hummed along not even noticing the lizard boy crushing on her, as she said, "been kind of calm this last few weeks!"

in a moment on every window the grandmaster appeared and May face palmed, "greets earth and planet equis I the grandmaster have arrange a contest of champions your heroes pitted against eachother in sets of two!

the power ponies minus Mare-velous who was still home as this came up over the tv, gasped.

before them was Ironman, Doctor strange, Wolverine, captain marvel ,scarlet witch ,vision, and shehulk. All still human.

Spidermane crossed his arms, " nice to see you guys again Tony! Ok we know how this works Just get it started man!"

In a moment Spidermane was in new york spiderman again costume altered to git hiding on side of a wall, As ironman came out firing blast making him web swing along.

new York was in ruins as he smiled," Oh Mayor JJ your city was fucked with out me Wasn't it Tony budy!" he said turning to fire off his flame thrower.

tony flow through it firing his beams as he said," yes it was Peter So what you left earth to go to another universe!"

spiderman to avoid before firing a webline to zip one way and firing and pulling another upwards in a moment he landed on Tony's back, "yep were people respect heroes and thanks to women out number guys harems are normal!" he said as he used his spider legs to slash at one part of the armor before jumping off.

Tony Fell and held his hands out using blast to keep himself up, "Oh really and what those six are the new mrs spiderman!" peter nodded and said, "and one benched for being pregnant!"

Ironman then fired off a beam form his arc reactor " really now…. I am mad about you cutting the power to my jet boots but made respect!"

Spidermane was swinging to avoid the chest Beam as he said, "your going to drain it man!" he said firing a webline while throwing a disk.

when it got close the disk explode in to webbing and jammed the arc reactor and tonny's armor over heated as he opened it and dropped out the back grabbing a flag pole as his armor blow. "…. Did you take this seriously?"

Spidermane landed on the flag pole to help Tony off it before getting him to the ground, "yeah I did I some how became the best of the best in that lighter and softer world!"

they where gone.

back in the void room Peter an anthro again.

as the grandmaster smiled, "the winner is spidermane point for the power ponies. Score power ponies one avengers zero! Next we shall have masked matter horn and doctor strange may the best master of magic win!"

before long Doctor strange was hovering in a mountain rage human facing Masked matter horn who fired off a beam of heat only for strange to hold out his hand making a symbol appear turning the beam into cherry pettles, "I see you know attack magic! But I know defense!"

Trott fired off a beam that split into seven different attack beams each a different color and angle heading for him.

Only for strange to guard with a bubble shield as he flow forward with high speed knocking her out with one hit, "the best offense is a good defense!"

they where gone and the grand master smiled, "score is now one to one with strange's victory! Next wolverine vs Fili-second!"

they where in the streets of maretropilis wolverine was still human as he charged claws out only for fili-second to avoid, "Spidey told me about you! Animal tracker, claws and bones of metal making you strong durable you heal almost as quickly as Deadpool, with equal swordsmanship training!"

Wolverine sniffed and jumped out of the way of a high speed punch and in a moment his claws pinned her tail down and she gasped as the other hand was pointed at her back, "and I have battled super speed before lady saw your moves coming miles away first hand!"

they vanished and Fili-second rubbed her tail as the grand master laughed, "avengers now lead by one with wolverine's victory! Up next the vision vs radiance!"

they appeared in new York vision hovering as radiance fired off a beam and watched it phase through him" Well now I hope zap, Saddle rager and Xavin have better luck them me!"

vision fly forward in a ram only to be blocked by a shield construct, "Ok my beams go through you but my barriers can stop you!"

Vision jumped back and fired off a optic blast with did nothing, "yes it appears we can not land a hit upon each other this fight would be pointless! Tie?"

radiance nodded "tie!" they vanished and were replaced by Captain marvel and Zap.

Captain marvel fired off energy blast, "still in the lead by one"

Zapp flow them out still in her anthro form as she summoned down storms and lighting her necklace shining as she said, "Why yes but that can change!" she said calling down a massive amount of lighting to shock marvel only for the captain to glow bright before charging forward knocking Zap out with one high speed flying punch.

they vanished as the grandmaster said, "captain marvel wins through her power to absorb energy avengers score is three and a tie to one and a die. Next win for the avengers is a win for them!"

the next fight was saddle rager vs shehulk in a jungle.

Saddle rager was smiling as she form the air dove and landed a hit knocking out Shehulk, there powers were the same but saddle rager still had flight and there by the speed and mobility edge on her, "got you!"

the final match was back in new York. Xavin in her old human female form standing before the scarlet witch, "Ok if I fail you win but if I win it's a draw!"

the witch held her hands out and fired off a red wave of energy making the super skrull flame on and fly out of the way while shielding herself.

Scarlet witch was like wise in the air as she held her hands out making buildings fall down on top of her the city was in ruins no one was in it"

Xavin was knocked down by them but she was domed and she took a breath, "Only one hope!" she dropped dome and fired off one burst of flames knocking her free and blinding the witch.

in a moment Scarlet witch was grabbed by a stretched arm and pulled down right as Xavin flow forward on fire and in a moment there was another fire burst.

they appeared in the void room the grandmaster at the two downed fighter, Xavin back in her changeling form.

but Xavin stood up first and he said," Xavin has stood up first so I shall award her the win final score three and a tie on both sides this contest is a draw!" all the heroes were then teleported back home the challenge over and done.


	25. Chapter 25

Marelen was laying on the couch saying, "One more month till this little lady comes out to greet us!"

the tower then shock for a moment and be yelled out, "what was that?"

May ran in and calling out, "Mommy Marelen! New island appeared out in the ocean!" She called out flipping to the roof as she said, "spider sense going off like crazy!" she called holding her head and running around on the sealing in a circle in panic.

In a moment a webline was fired and pulled her down and Peter was hugging his daughter, "calm it down May Mine is going off and you don't see me freaking out!"

May then looked to her dad and said, "yes but you're the mightiest hero on the planet I am just a little girl! Who is going to be a hero some day!"

peter put her down and petted her head, "calm down May! I have a feeling I know what is going on!" he pulled out form his pocket and hit a button on the p shaped red object, "time to power pony up"

later on all suited up , spidermane, the super changeling, Filisecond Zapp, masked matter horn, saddle rager, and Radiance were on a plane construct.

Peter said, looked below "hydra talked about wanting a hydra island so it has to be them!" he then tapped his lens to zoom in, "And hydra logo around a city looks like they summoned and took over a city name is Canterlot like the lost city but it's more modern then Maretropilis!"

As they got closer Peter roared in rage as he jumped up web swinging done making the other power ponies go down trying to figure out why he would blow stealth but that is when they saw it.

A hydra officer using a whip to beat a family including the child who was made a slave, That is when Spidermane swung in landing a kick to the hydra mane's face as he growled down like an animal, "as if I couldn't hate you hydra fucks anymore! Slavery of children and beating them! sorry as a hero and parent I can't let this happen!"

the hydra ponies drew weapons to fire but Spider hissed and in a moment the ponies were screaming spiders were biting them lots of them.

the power ponies landed as Masked matter horn covered her mouth, "… you summoned spiders to help! As wait flyders he is summoning flying spiders!"

Fili-second began running at high speeds grabbing chain links and shaking them till they broke freeing the chained ponies, "Well the leader called it power pony up! We are doing this the hard way gang!"

Saddle rager smirked as she was trading blows with what looked like knock off hydra hulkbusters. She ducked and punched one making it's chest plate shatter as she used a wing to slap another away cracking it's helmet," this things are getting good with numbers they are a challenge."

Radiance was holding her arms out summoning construct of what looked like hoof ninjas with swords and shield to protect her and strike out at the hydra soldiers firing upon her as she said," this is the best new power!"

Xavin the super changeling used an invisible shield to protect a group of kids behind her before covering it in flames and moving it forwards ramming and burning there forces. "well I am ready for action!"

Zapp called down lighting bolts to strike solders as she hovered in the air, "yeah power pony up!"

In a moment the spiders start dying as peter and Xavin started coughing as yellow mist filled the area the spider totem grabbed his mask switching on air filters, "insecticide poison to bugs and spiders!" he said pulling a mini mask out of his tool belt and putting it on the coughing and falling down Xavin quickly allowing her to breath.

Xavin got up making fist of stone as she said, "thank you darling! I am ready for combat again!"

that is when the Shadowmane or Madame hydra showed up as she said, "I see you don't like hydra island!"

Masked matter horn fired off her seven different energy beams that hit six solders and her or at least it would have if the lady didn't use her sword to block it as she said," it's not yours you kidnapped and enslaved ponies in there own homes! We can't stand for this!"

Madame hydra smiled as she held out her sword firing a beam making Zapp fly out of the way as it was aiming for her, The ninja then said," like it I make leather form the Fenris Twins the contact triggers there beam blast powers giving me a laser shooting sword mate form evil mutants guilty of inbreeding!" she said happily showing off the sword.

Fili-second turned greener then normal, "I think I am going to vomit!"

before long a webline pulled the blade form her hand and into spidermane's who ripped the leather off before firing a flame thrower blast at her.

Madame hydra jumped out of the way she saw her army losing she growled, "we have failed to get hydra island and we will not be jailed again!" She said hitting a button making her army drop dead as she fell over dying, "we may die but our back up clones live on there will be another me with a new hydra who will learn form this battle like all the rest."

she then dropped dead to everyone's shock.

A month later a bridge connect the now back up and running Canterlot city to maretroplis

while Marelen was in a bed smiling in her arms her new born daughter, the little filly wrapped up right in a fluffy white blanket, she had her father's fur color, but her mane and eyes. The little earth pony made cute little sounds.

the filizon mother kissed her head," welcome little charlotte prancer!" she said smiling and hugging her.

May came in wanting to be first to see her new little sister," hi hi I'm May your big sister"

the little filly looked to May smiling a cute little baby smile

while watching Peter turned to see Kindred who vanished, "What could he want now!" he said sighing he knew more was coming it always would but he want to enjoy this moment while it lasted.

After all life is about the good moments that bring us joy not about the horrible parts.

May jumped up, "next time the kindred returns arc What could he want now!"

to be continued.

Kindred sighed, "it was a real demons year going to miss it but let's see what this one brings."


	26. Chapter 26

A few weeks later.

Peter was in his office business suit as on the intercom Trot said, "Mr prancer honey your five o'clock is here!"

then in walked Kindred as he sat down and said, "hello Peter how is it going!" he said sitting down in front of the desk as Peter rolled his eyes.

the super hero said, "Really Harry doing this?"

the demon held his hands together and said," Oh but it's so much more fun this way Pete! Anyway let's cut to business shall we, I see you are enjoying the new life with your daughter I promised. Now All choice have negatives , you caught a sneak peak at it when the grand master made you and your wives fight the avengers!"

Peter rolled his eyes and adjusted his tie, "get to the point harry!"

Kindred waved his hands at him, "your killing the fun Pete Man! But anyway ok then!" he said making a centipede crawl out of his sleeve on to the desk were the demonic thing rolled up into a wheel making a magic screen appear in the middle showing the Green goblin laughing on a throne below New York. " My daddy has become the Goblin King!"

he spotted showing masses turned into Goblins, "he turned the people into goblins and enslaved him it's a real goblin nation!" he said making Peter turn green, "one of those goblins is Marry jane you know May's mother who should have a right to see her."

the stallion put his elbows on the desk and locked his hand, "So what you want Spiderman to make a come back and stop this free the people and kick your old man's ass!? And I have to bring May along to face the man who took her form me in the first place!?"

Kindred nodded as he said, "Those are the terms yes but now the reward Peter, A week in new York to tie up all the spidermane and peter Parker lose ends and if MJ wants she can accept to come with and be with May her daughter if she still isn't horrified by the super hero thing! Kind of weird she ran form spiderman wanting safety only to work for tony who is public identity."

Peter sighed as he tapped a finger on his desk while holding his head up, "do I get prep Time? As I have a new born daughter two now that we need to find a sitter for!"

the demon held his chin and said," oh I like this business man side of you buddy… oh let's say twenty one hours three sets of seven hours, Sounds fair to me!"

Peter nodded along and said, "yeah it does!" he then held out a hand shock the demons hand once more the deal was set as Harry said, "look forward to It buddy."

he said getting up and said, "Wait I still have ten minutes so how about I sweeten the deal Flash and the copy anti-venom for agent anti-venom will come back to life to help you! going to need it As Dad is cheating!"

the demon then left through the door and said,' I am Done now!" he then vanished in smoke that stunk up the place.

Twelve hours later Peter was in the lab putting gas masked on all the stealth suits they will be using for this!

the whole family was there well Minus Charlotte who was being foalsat by the conners.

On the roof was May who was running around happily in a miniversions of her death's stealth suit happily, "SPIDERLING IS OFFICAL YES YES!" She said cartwheeling on the roof.

Peter himself was mixing some chemicals as he said, "this should do it! if I am right on my memory! I studied the Goblin potion for years to try and cure it's victims of there insanity and take away norman's powers but this should be it!" he said mixing it and loading it in to a grenade, " and now it's a mist for release in gas grenades!"

Fili-second held her hand up," So what I run around the lair of Goblins throw this making them turn back to normal if it works?" she sounded warried.

Peter then said, "yes I know it's a risk but it's all we got! I know one of those goblins is harry's Son Normie Norman has his own grandson as a shield and I am making enough for Everypony!"

hours later in the ruins of network.

the power ponies where there in human form. While May and Peter looked in there normal human forms while Xavin just took on her old default.

the power ponies human form had skin the color of there fur, there mane became hair color, Zapp and Saddle rager seemed to keep their wings, and matter horn her horn.

but other then that they looked human. Mare-velous looked back " I can still feel my tail!?"

Peter looked back to as he said, "we all can!" now Come on we need to see what's up!" he said web swinging Forward till they came to Agent Anti-venom who waved them down, "SPIDIE BUDDY DOWN HERE!"

They all then landed as Radiance said, "opposite of Venom ok that's trust worthy! I'm Radiance, this is Xavin, Mare-velous saddle ragger Zapp masked matter horn fili-second and mare-velous you may call us the Spider brides as it's true! And little spiderling Spiderman's long lost now found baby girl!"

spiderling was on side of a wall rubbing her mask, "So cool!"

Flash's symbiote lens widened as he said," …. Dang…. You where the nerd and you did peter with ladies then me the ace Jock! How?" he asked.

peter then answered, "I wasn't an asshole!" it was flat and Flash bowed in defeated, "but can you please till me why you where need for this?"

agent anti-venom, "simple Nroman's wearing the carnage symbiote and his grandson has a part of it!" everyone's eyes widened as Spiderling said," FUCK!"

All the adults looked to her and said," … yeah it's ok this one time!"

Peter sighed as he said, "come on we have to go people are in trouble! Time to hero up!"

he said spotting a tunnel to the underground and walking down it everyone following them.

Meanwhile in his castle Norman as the red goblin laughed insanely till a web blast shut him up and his eyes widened as he turned to see spiderman on his wall as he said, "Really Norman? You doing this!"

the Osborn formed a bat winged organic glider form the symbiote and removed the web, "I hoped you would return Spiderman! It's no fun with out your head!"

Meanwhile in the slave pits.

Saddle rager was punching a whole as the anti-goblin potion mist filled it for the people to get out of there.

Xavin was using stone arms to help with the tunnel making, as Mare-velous was roping roblins running form the mist as she said," NOW you all breath the medicine in!"

Fili-second was running out throwing the grenades around smiling as she said, "Come on everyone take your cure and enjoy your returning sanity people thanks to spiderman!"

Masked matter horn was firing off freeze beams to hold up the roof of the cave that was shaking.

Radiance was like was making beams to hold it up, "come on Come on! This escape tunnel plan is making a mess!"

but at that point they noticed May leaving with anti-venom Zap looked at them flying beside them as May said, "the goblin chide Normie is guarding My mom! I have to save her ,… I have to face the goblin!" she said shaking a little remembering how horrible her life was because of the goblin.

Zapp smiled joining them as she said, "and anti-venom is need for the symbiote ok then!"

Meanwhile back in Canterlot.

Deadpool was fighting as gangster who were using hydra tech left behind form there defeat to attack her she jumped as a laser hit her tail and she said," welcome to our b plot staring me Deadpool!" she said drawing her swords and jumping sticking one into the motor of a bootleg hulk booster making the suit stop as it's power unit was broken.

Deadpool with one said in hand drew a gun and shot a blaster out of a hand and throw the now empty gun at a guy's head before grabbing the laser weapon, "I used all my bullet's anyway So I will take this!"

behind her was a stallion named filthy rich who was protecting his daughter tiara as Deadpool moved in the way to take a energy Axe to the left shoulder to protect him as she fired point blank on the guy's gut knocking him back dead, "I will heal…. You guys won't! but your trying to murder a guy and his young daughter to steal his credit cards and checks, I mean you know rich people don't carry cash! So not sorry for this!"

to be continued.


	27. Chapter 27

In the underground Goblin Nation agent anti-venom was drawing a gun to fire symbiote bio mass bullets at the Goblin Chide on his glider laughing insanely, "Grandpa told me you would come Spiders! HAHAHAAH!"

May avoid with a flip and landed on a tunnel wall, "did he also tell you he killed the first woman My dad peter loved!? And what about your mom!?"

the symbiote covered minigoblin laughed as Zap summoned a cloud to fire lighting as she said, "Anti-venom now!" She said as the bolt hit shocked and stunned the carnage covered boy.

Flash jumped tackling him and holding down as he burned the symbiote away, "just relax Kid, I'm here to help!" the goblin was struggling, "Just let me burn away the carnage, and the crazy that comes with it! remember before Goblin being home with your mom… friends fun, toys Games comics computers, and what ever else kids today love! Remember all that and remember your grandpa took them all away!"

The Goblin under it was crying while laughing as it the slime melted away revealing a mini green goblin as May pulled the pin on one of the gas bombs filling the tunnel making him return to normal.

May got down to the crying Normie as she said, "I thought my grandpa was just sick and need help and spiderman only saw a monster instead of helping him!"

The spiderling looked to him and said," Kid he made the potion and tested it, he knew it would turn him into a monster but he took it anyway, no really there was a prototype goblin he viewed as to crazy! I'm sorry Normie your grandpa is just a monster! He took me form my parents as a baby and wanted to kill me! I got lucky and I'm here again!"

Normie got up looking sad as Flash sighed as he petted his back, "I'll help the get get out You two head on to MJ!"

Meanwhile.

spiderman was jumping and holding out his arms firing off flames form the black versions of his gauntlets upon Norman making him scream, "Sense getting my daughter Back I've been a lot more on the lethal protector side!" he said landing on a wall of the underground castle.

Norman laughed as he held his symbiote covered face as he throw a carnage bomb that explode Making spiderman hop out the window as he said, "Oh So I failed that plan! Wait her name was May parker…. Oh Peter I remember you now!" he said laughing in victory. Till rocks hit his head and he noticed his bomb was making his castle fall down on top of him.

outside Peter looked down to see Jameson as one of the people being taken out, "this is what happens when you don't have Me learn your lessen JJ?" he said hanging upside down.

the Jameson nodded saying," yes yes I have don't leave again!"

Peter then said, "Sorry this is only for a week after that I'm gone again! Good luck chuck!" he said firing a web line to swing out as spikes dug out the red goblin screaming in rage. "This is a good day!"

Norman growled in rage as he summoned an axe hand and charged forward at the spider flying with bat like symbiote wings, "DIE SPIDER! DIE!"

Peter dropped and did a flip while landing on a wall, "Tell you what I'll die when you are sane in the head?"

Norman roared out, "NEVER!... Fuck I missed you!" he said throwing a bomb again

Meanwhile in the tunnel May lifted her mask as she untied Marry Jane, "Mom it's me May!"

Mj once free looked at her daughter and quickly grabbed her into a hug, "May your alive!" she said happily crying while hugging her, "but you need to stop this superhero thing!"

the spiderling then said," with great power comes great responsibility!"

Zapp then put her hands together, "Saw that coming now how about we get out of here so me and my teammates can Go help Spiderman against Goblin?"

Mary jane point and said, "And who is this?"

aurora put her hands on her hips and smirked," Simple when you left spiderman trade in for me and my six teammates at once!"

While Mc screamed about living in sin and giving bad habbits to her daughter May looked out past the forth wall, "why can't I be in one of those happy universe were My mom and dad get along…. Right brand new day! You should be ashamed Marvel should be ashamed!"

Meanwhile with the goblin fight Flash was swinging forward and kicked Norman in the face making part of carnage burn away with the impact.

Norman land back as Flash hand on a web line as he said," Sorry he's not alone!" In a moment Xavin came flying over throwing a fireball that hit the Goblin burning off part of it making him scream!

the red Goblin charged only to hit a wall construct that became a bowl leaving him one way to go as Radiance smiled, "Matter horn now!"

Masked matter horn then fired off a heat beam form her horn with a smile making more of carnage burn off.

As he fell Saddle rager flow up happily landing a shehulk powered punch to his gut sending him flying back flapping his wings panting, "the hell now!?" In a moment he looked up to see a cloud underground making lighting hit him making more of carnage come off wanting to escape.

but the Goblin under it won't let it, "your not going anywhere! So you got back up As if I am scared!" In a moment a horse shoe hit him in the head and explode into a flash bang and he screamed, "MY EYES I CAN'T SEE!

down below Fili-second said, "nice one Mare-velous my turn!" She then span around making a tornado as spiderman and Xavin fired off fireballs lighting it on fire!

Radiance smiled making an upside down bowl up top to stop him form flying out. "Now burn Goblin!"

when it Fili-second stopped spinning and sick Norman was standing half the symbiote off him revealing so much of the green goblin costume as he held his head. As Anti-venom tackled him and held him burning more of it off as he said, "you lost Norman! To spiderman!"

Peter smiled as he pulled the pin on a goblin cure bomb and threw it making the green goblin return to human form as the remains of carnage left him and got away.

Everyone broke apart as Spiderling Dropped down fully masked to hug her dad as she said, "And No more goblin king !" the cave shock making them all run out to leave the cave leaving Norman to his fate.

new York was still in ruins but it could be rebuilt now! The goblin king dethroned and above people cheering for spiderman.

peter smiled under his mask as he looked to Mj it would be a long conversation but that was for later he had defeated the goblin

Meanwhile in Canterlot city back in the power pony universe.

Wanda Wilson was waking up in a bed wearing a large dress shirt rubbing her head," Ok saved rich guy and daughter they remade me by buying me hood run into his bitch wife who yelled at him for risking money in this city not his daughter I growled, daughter got yelled at for wanting to make friends with people of lower status!" she turned over to see filthy Rich next to her, "… she leaves for a week out of disgust for her husband and daughter…. And now I'm the other woman!...Cool!"

she said happy about it as she got up letting him sleep as she looked for her outfit to see it and she head into the bath room to change.

She walked out smiling she had the energy guns holstered she took them for the gangsters with hydra tech and put her one still good sword up, "aww he had it recharged to make up for the tip being broken shorter by a few inches but good and!"

she came to a new shining Katana on a table gift wrapped marked for her, "and he got me a new one!" She said crying happily.

that is when Tiara in her pajama walked in and said, "please tell me you're the other woman who's going to steal my dad away form my mom. I like you better then my mom you never yelled at me for not being a bitch!"

Wanda smiled putting the new sword up, "…. Why yes I am! But how you want to do this, do we just kill her and make it look like mistake, or pay her to go away with alimony ?"

the little girl said, "we can't kill her that would be traced back to my dad it's no secret they are having troubles and grandpa made her sigh a she divorce she gets nothing contract it even included rights for any child they may have."

Deadpool held her chin, "fuck! Oh well will just have to scare her away! Anyway so glad my step daughter already likes me!"

the filly then smiled and said, "…..Maybe next super villain attack I can just push her! She's gotten heavy it'll look like she tripped!"

Filthy in just pajama pants walked in,"What's everyone talking about!"

Deadpool was looking at her gift Katana, "how to get your wife out of the picture with out murder!"

the rich man then sighed, "…. Let's just let a super villain handle it!"

Deadpool point with the sword at tiara, "your daughter said the same thing!"

to be continued.


	28. Chapter 28

In the being rebuilt New York Peter was in suit and tie talking with Mj as he said, "May you literally can't keep her the magic that brought us back here is going to ware off sending is back to the other world! And even if I could they accept super powers there! Here she would be treated as a freak! I don't want that for my daughter!"

the red head got up pointing she was dressed in her normal, "she is mine too and I should have a say in that Peter!"

the parker then said," If you want to come with you Can! That's how it works I just accepted Talk to harry he's the one with the magic, Not the one living he's just a clone Norman made to cover his tracks!"

Kindred then walked by and said, "yes he is, Hi MJ Long time no see!" the jane jumped as Peter pointed and said, "It's just harry! Also why the hell are you here!?"

the demon was just sitting, "nothing just enjoying a moment that makes me think back to my childhood!"

Mary jane took a breath, "I think we need to calm down tiger!" harry was gone showing he was just there to defuse the moment good for everyone! She then looked around, "Were is May?"

Peter then said, "with the other May and a few of the ladies that replaced you!" he said with pride!"

Mj's left eye twitched, "I was supposed to be your jackpot!" she said flatly.

the spider-totem smirked as he said, "Nope they are!" he said happily.

Meanwhile Zapp saddle rager and matter horn were on a roof top sighing.

Zapp was sitting on the ledge kicked her feet people screaming, "MUTANTS FREAKS MONSTERS!" At them as.

the former princess held her head with a hand as she said, "No Wonder spiderman left this dumb! ASSHOLE I SAVED YOU FORM BEING A GOBLIN!"

Saddle Rager sighed too hands on her hips, "Worst part is We can't even hide well enough to avoid to go Meet the lady who raised him!"

Matter horn adjusted her mask as she said, "…. I hate this place! I want to go back to maretropilis! I don't want May or any of the other possible foals to make it here!"

Meanwhile Green and Xavin where being hugged by Aunt May happy peter was doing well accepting all this before going to hug little May happily leaving the two ladies stunned at how understanding aunt may was.

Xavin smiled, "peter did not lie!" she said adjusting her human forms hair! " Ok that's two lose ends for Peter tied up and I guess soon will be mine! With my Ex!"

aunt May held May and asked, "oh your ex what happened!"

Xavin sighed and said, "Well I am bisexual and was married once. You See I was part of the run aways we called ourselves that because Well we all ran away from abusive or supervillain parents! Now me and her were both aliens! And her people came to jail her for her parents crimes!"

the old May sighed, "that's horrible none of you are your parents!"

the skrull nodded continuing, "anyhow I used my shape shifting to look like her went with them with plains to use my powers to fake a blast to make them think she was dead then return home only to found out the following weeks she was already dating again! And ouch went my heart!"

the old woman hugged her and petted her back'" there there Peter would never do that to you!"

Meanwhile.

Mare-velous was running around the city looking down on it, "I Miss my daughter!1 Can't even call Into check on her! As we are out of call limits!"

She then Jumped to a roof top and looked down at it she held her hears so much noise She can see why peter was making his cars sound free minus a horn but the hell was with this city, there was to many people.

She then jumped and looked to the homeless she sighed, she understood it people had more foals then they could care for so not enough jobs to go around, and you can't travel for free So they are stuck here on the streets unless they are brave enough to risk life walking for work or sneaking on to a train.

she sighed as she jumped, "to many people for it's own good! And people won't stop, and not only that the jobs that they do have go to people who either aren't good for it, don't want to do it, because they had a job before hand. How can you have work experience when they don't let you have a job in the first place!?"

she said looking at the Taxis, "they stay till they reach monkey amount, you think they would stay on days you get there quickly and call it a day on slow ones!" she said jumping about more , the more she looked about the more she saw nothing but problems!

she then throw a hoofarangs at a mocker who pulled a knife making him drop it and the woman he was trying to rob ran away. " No wonder the bad guys have so many henchmen the villains are the only job most can get! Not only that you have to pay to go to the doctor most of this people can't afford to not die form disease!"

She jumped again Seeing a robber with a gun and throwing a hoofarangs to knock it out she had developed a bad opinion on them being for everyone. She understood good people could use them for good. But evil would use them for evil, they were just to easy to get ahold of!

even if you where denied you could buy it off someone, or just steal it! honestly she saw a man with a wall of guns on display how easy would it be for someone he knows to take one run off sell it and someone who shouldn't have one now has a gun!"

She was looking at one of those right now granted ammo would be different but the display she was looking at had the window open she could rope one from the window and have a gun and be half way to shooting someone!

She sighed throwing a hoofrang at one of the guns hard enough to brake the thing in the window as a listen before jumping off, "What is wrong with this place! Don't give a shit about people getting sick and dying but Guns for everyone!"

She said jumping along, it was two days so far she didn't know how she was going to make the other five! She didn't!

Plus she didn't want to! They had been put up in this hotel by Tony and She was tempted to just stay in there for the next few days and not come out just waiting to fade back to maretropilis back to her pony form, back to her baby girl!

But as she spotted a shield craft above she knew it won't be possible as she held her arms up, "Relax I'm going I'm going quietly!"

before long she was taken to the helicarrier with the other power ponies and spiderman who said, "hi fury Long time no see just back for awhile form a different dimension you know the one thing your camera's can't see."

to be continued.


	29. Chapter 29

On the helicarrier.

While Nova iron fist and Luke cage were having a reunion with Spiderman calling him the man.

white tiger had her arms crossed sighing remembering there time on a team! She held her head she felt stupid for not just saying she liked him instead channeling it into bitchiness and now he had a harem!

She face palmed," who could see that happening!" Fili-second was hovering in front of her now making her jump, "you like Peter… then come back with us! Join our team and as you say harem come on!"

ava jumped back and panted at the scare, "…. I'll think about it!"

Furry walked in as he hit a button, " Ok ok back on track you know your Clone Ben Peter! Well his son is in shield care dying form clone degradation he in hired form him!" In a moment Peter charge punching the guy in the face, "YOU SHOULD HAVE LEAD WITH THAT SHIT!"

May blinked and asked," I have a cousin!?"

this was a start of another adventure but that would be fore later right now.

Meanwhile in the power pony universe.

Wanda Wilson was looking at her new mask perfect for hiding her face she wasn't well known enough for ponies to recognize her. She originally want her new pretty face to shine through but Now she had a boyfriend with a kid and need it, but She wasn't needing it for this one!"

She put it in a case with her guns and swords and locked it and Said, "Ok they are locked as I can't trust Myself!" She said hiding them under flithy's bed.

Tiara was in her pajamas, and she said, "What's going on?"

Deadpool smiled," simple Really We found the stallions right laws that passed allow a stallion to divorce his wife if she doesn't file a rejection form in twenty four hours, but the ex-wive will still get alimony even if a prenuptial is sighed So I am going to the island spa your mom is on to make sure she doesn't find out So she gets nothing!" she said happily petting the girls head, "and that way I can officially work my way to being your new mommy!"

tiara smiled happily, "yes please!"

Wanda smiled as she went into a closet and came out in a fancy red backless dress with a heart shape window below the neckline, red sleeve like gloves, red high heels stockings and thanks to the dress being sideless a garter belt could be seen," Now I have to go fuck with your old mom to take the title! Wish me luck! I most become the center of her hate!"

she then grabbed a suit case and said," Now I have a flight to catch!"

Later on the island spa. Wanda had changed into a spa Robe and was sitting down having her hooves down smiling thanks to Spoiled being so loud she know where she always sat.

In a moment Spoiled sat down next to her and looked to her, "gee a new face that's rare who did you start dating to get here commoner!"

Deadpool thought about drawing a sword to cut her head off but shock it off and took a breath thinking she isn't worth jail time! " I'm the other mare to a rich guy who sighed a monogamist marriage contract !"

Spoiled rolled her eyes, " nice to know I am not the only mare to trick a stallion into that to make sure I don't share money! But this mare disgusts me that she couldn't keep him in line by braking his spirits but it's so much harder to do that sense Peter prancer and spidermane showed up! Let along scarlet Spider! Stallions right movement what a load of ass they are below us simple by numbers!"

Wanda pictured ninety nine ways to shot Spoiled dead and smiled at each one before sighing she couldn't " gee I won't be so sure about your Mane braking skills Lady! You are too naggy he'll want out simple because you don't have the other stuff to go with it! I mean your to bitter to pull off your big beautiful mare look!"

Spoiled looked at her shooting raggers, "What did you just say about me Mistress!"

Wanda then froze for a moment to read her boxes the white one saying, "Stick to the plan keep her busy so it can go through it's only twelve hours!" the yellow one said, "fuck her up!"

she point to the yellow one making a check above it appear, "I said I know your stallion wants to brake it off with you because I'm filthy rich's mistress!" the spa workers backed away stunned at the pink Lady's stupidity!

in a moment spoiled got up and throw her chair at Wanda it hit and she growled only for Wanda to get up unhurt to very one's shock as Wanda stretched, "yeah nice try Lady! But lizards are jealous of my healing rate! You'll have to try harder then that Fat ass!"

in a moment spoiled tackled Deadpool trying to strangle her but Wanda just grabbed Spoiled's Mane and pulled as hard as she Could making the spoiled mare let go and scream!

to counter Spoiled grabbed Wanda's tail and pulled it making Wanda let out a strange happy sound that Made her let go and Spoiled jump up stunned as Deadpool flipped up landing on a hand before getting to her hooves. " nice try Lady but I am a former solider I'm combat trained to use my natural earth pony super strength!"

Spoiled removed her robe revealing a green bikini under it and she used the Robe to blind Wanda by throwing it before going for a knee to the gut.

Deadpool groaned in pain as she opened her robe and jumped back leaving both behind leaving her in her Black bikini under it. "right now the filly foalers are having nose bleeds!" She said jumping to the wall side ways to kick off and flip on to Spoileds shoulder before spinning landing a two hooved Kick to spoil's face.

Knocking the mare out as Wanda sat down happily and said, "back to my hooves ladies! I want to look my best when she comes too for round two!"

one of the spa worker mares had a nose bleed and went to work as she said," this was a good day you don't have to tip me!"

Deadpool smiled as she said, "yeah good thing because like I could fit a wallet in this outfit!"

Meanwhile in new york.

in her apartment Marry jane opened the closer to reveal a claymore She held it and swung it. Long ago this triggered her past life to take hold when that cursed Gem brough back that wizard! But now it did nothing.

part of her want to be back peter and her daughter but she would be helpless! And she saw how much peter almost died and she had to watch helplessly. She didn't think she could bare the thought of doing that with May.

she looked to the chainmail bikini beside it and sighed, "I could do all those things when you where in control but!" she jumped back dropping the blade as it slipped through her fingers, "I cane barely hold this thing!"

Meanwhile far away in the middle of a creator in central park A skeleton was bursting into flames in a wizard robe and hat coming to life, "I sense him the Man spider returns I shall have my vengeance"

in a moment construct of wolf bones animated by hellfire with wings formed as he head for the helicarrier.

to be continue,

those of you confused over the new bad guy and why Mj has a sword just pm me and I'll explain.


	30. Chapter 30

On the helicarrier Peter was working on something he had May with him as he looked to the hospital bed holding the pale Reily the boy had bandages over his missing eyes as May looked sadly saying, "hold in Cousin My dad can make you better!"

Spiderman looked at his work and poured it into an injector, "he has to want to fight May!" he said injecting him, "I just gave him real parker DNA if it takes or not is up to his fighting will now stay here I have to help the others!" he said pulling up his stealth suits' mask.

Meanwhile outside.

white tiger was Slashing her Claws through the undead wolf demons as the Lich roared his flames gone ash e was revived and he held out his hands firing off " Lady Tiger is not what I want I want the Man spider for vengeance!"

Ironfist's hands were glowing as he charged smashing through them as he asked in panic, "how does peter have an enemy in a lich ?!"

Power man crossed his arms as one of the wolf beast breath fire on him, "No idea!"

Nova was flying around trying to out fly them, "GET THEM AWAY!" Moments later masked matter horn used her new multibeam spell to fire hitting most of them as she smirked.

Radiance was making a dome construct with spikes to protect herself as she ran also smashing a few of the wolves.

but they were reforming the still complete bones draw together to respawn in smaller numbers so even ten they slayed nine replaced them. "this is a losing fight!"

Saddle rager took on her combat size as she smashed one's skull, " Not really just brake the skulls! No skulls no wolves!" she said proudly smashing more in the head.

Zapp was calling down rain to put out the wolves flames and hopefully robe them of there fire attacks, lighting was useless against the unliving so support was all she could do! And it was killing her.

Fili-second was running around taking Saddle raggers advice she was holding one of mare-velous hoofarangs using them as a make shift brace knuckle to smash the wolf skulls, "WELL THAT'S A PLAN AT LEAST!"

Mare-velous was throwing hoofarangs smashing skulls with each throw, "I just want to get home to my new born with peter!" she said jumping to avoid a ball of magic the lich fired.

Xavin was using the invisible woman's shield on her left arm to block, while using Reed's stretching and Ben's stone arm form the elbow down as a flail to smash wolves and defend form attaches with the shield , she was now able to use three powers at once!

Peter then swung out kicking the lich in the head knocking him back, "you just don't give up Do you K.G!" he said landing on it, "I smash the Gem holding your soul so you can't body jack and you will yourself back to unlife!"

the lich got up his head side ways at a horrible angle that he cracked back, "I will undo this modern age and return my glory days of the dark ages but the common factor in all my fails have been you!" he said pointing firing a lighting bolt only for Peter to cartwheel away, it wasn't acting as normal lighting as it was just magic in the shape of lighting.

Peter landed on the side of a torrent that had been melted by fire as he said, "Oh come on I can't take all that the avengers stopped you twice, Doctor strange and Marry jane's past life also helped other times!"

the lich roared as he declared, "BUT YOU WHERE THE LEADER YOU RUINED THEM! WHILE YOU WERE NOT WITH THE AVENGERS OR THE X-MEN YOU KNOW THEM OYU SHARPENED THEM ENOUGH TO RUIN MY PLANS!" he declared magic storming around him with his rage, "I HATE YOU MAN SPIDER MORE THEN YOUR SHE DEVIL MORE THEN THAT BARBARIAN I HATE YOU MORE THEN DEATH IT'S SELF!"

he held out his hands summoning twisters to rip apart the metal they stood on turning them into spinning magical blades of doom peter was easily avoiding with his spider-sense with flips as he said, "Gee that's flattering Man!"

Nova was throwing energy blast at the flying wolf demon things as he said, "…. Yeah after hero school things went crazy for you didn't they buddy!"

Meanwhile inside May was sat holding Reilly's hand saying, "please cousin hold on!" his sighs were fading, "you're a parker A spider! Spiders never give up we get up we help others! Please!" her tears could be seen in her mask.

that is when Kindred showed up and said, "it hurts my heart so I shall help!" he said touching the boys hand leaving a mark, "the hell mark may it's power restore what has been taken!"

the boy shivered as he grow horns and in a Moment Kinder vanished as a demon wolf came in.

out of instinct Riley jumped up healed some how making a shield of fire to hold back it's fire breath.

May smiled firing a webline to jump flick and land a two footed kick to ti's skull smashing it, "yes! Wait you need a code name! ok you got devilish powers and spider powers, and that's dark, Dark devil!"

Reily smiled as he stood in his hospital outfit rubbing his dark hair, "works for me!" he said happily.

Mean above them.

the lich roared as spiderman kept avoiding his attacks only to scream as a sword slashed his hand off the limb won't return.

There was Marry jane in a chain mail bikini top lion cloth brown leather boots gloves and sword as the lich roared, "the she-devil returns through the maiden once more!" he declared roaring out a storm of black magical energy the Mj held back sliding back as she said, "yeah this time for good I am not going back to being helpless I will stand and fight beside my child and her father!"

peter smiled under his mask, "well welcome back Red Mj!" he said firing weblines to seal the lich's mouth.

the undead being ripped it up flying above roaring seeing his minions destroyed he summoned there bones to him as he roared out, "I will not fall to you again man spider and she devil!" in a moment all the bones even the broken ones fused in forming a giant skeleton torso hovering in the air missing it's left arm as he roared above the helicarrier. " I shall destroy this ship of air and all below it!"

he said summoning a blade made of magical energy that forced Green to form a barrier in the shape of a half dome above to hold it back everyone appearing to hold on to part of it boosting it with there powers or just holding it up! To try and stop the beast.

but that is when the skeleton missed two little heroes sneaking up it's spine by wall crawling May and Reily and in a moment Reily held his hands together summoning sword of hell fire to slash the base of the neck making it scream as it's sword vanished.

May then gave the cut a totem kick making it crack and slowly the cracks grow as she said, "Two bad you forgot about the two littlest super heroes! Spiderling and the darkDevil!" she said jumping off with a web line to the helicarrier.

her cousin copied with a line of fire appearing beside the mas they all watched the lich roar in rage screaming of how he hates the man spider before crumbling into dust.

it was over.

To be continued.


	31. Chapter 31

In the power pony universe.

Wanda was happily humming in Flihty's manor in a bath robe as she pet Tiara's head, "and the bitchs won't come back!"

Tiara was in her pajamas looked to wanda, "Can you teach me how to sword fight?"

Wanda looked to her shoulders there was a red version of her in costume with a trident going, "teacher this is the chance to leave a legacy to leave behind another Deadpool when it's time to hang up the tights because your ass got to fat with age to fit in them!" Deadpool looked to her plot like she wasn't ready for that last part.

blue one with fake angel wings and a halo then appeared on the other shoulder, "do it she needs to learn how to defend herself with hydra and gangsters and other super villains running around it's what Peter is doing with May and he is way smarter then us!"

Wanda nodded and smiled as she looked to Tiara," yes! But we do it safe! Meaning safety gear and wooden swords so not today well maybe later after the shopping for this stuff!"

the girls eyes light up and said," good because sense the divorce the other rich foals are mocking me and Bullying me I want to kick their plots!" In a moment Deadpool put soap in her mouth.

the Wilson waved her right index finger," if you're going to have those thoughts like that then Say Ass! That's the new swear for it! going to be a bad girl do it right Sweetie!"

elsewhere.

Teresa was swinging around as Spidermare! Happily flipping as she avoided high heels spike blades. The show bad guy some how made high heels that shot spikes "the power ponies are away and you show up! I am use to going down by a team I won't go down to a lonely nag!"

Teresa landed nside of a building," lonely me and living vampire are totally a couple nag! And who says I am alone!"

In a moment she was tackled by Curt the lizard as he roared in her face making her go pale and her outfit become very wet and she said," I know I peed but I think I pooped!"

Curt held her by the neck, "I know you pooped I can smell it!"

That is when Morbius fly down hissing as he removed her weaponized shoes and said, "ridiculous lady you need a new identity! As this is just stupid! Even if had not had my nightly drink I won't suck your blood form your veins with my mouth hands!" he said holding the hand out so it's mouth could roar.

the bad guy fainted at the sight and went pale and blank.

Elsewhere Phetlock was with neon brush in a jungle. Brush then asked, "I like working with another extremist powered pony but Do tell me why we are in this jungle!"

the very next moment he looked up and saw a pyramid made of copper with steam coming form it. "I retract my statement! But what I am looking at?"

the fake pharaoh smirked as he walked to the door, "the lost temple of the valley of steam!" he said using his new claws to pick the lock and open it to reveal what looked like copper clock work and steam powered robots in a shape kind of like them, "long ago this land was in the age of steam long before the rest of the world left behind the iron ages."

Neon looked at the machines as his guide continued, "they were advanced as you can tell by the robots once upon a time they worked and were a massive drone army that made them rulers of there world but now with time they are mountains of rest and dust!" he said hitting one with his staff making it turn to dust.

Brush then looked around, "ok so the lost tech doesn't work then what's the point in this place?" he seemed annoyed, till the staff hit the walls of the pyramid as he said, "the tech may not work anymore but we can still learn form it! reverse engineering they call it!"

the henchpony well former one said," so we crack open tech and use it Doesn't seem like much Prancer industry makes most of this junk now it's not lost anymore!" then he came to it! a giant version of the robots below.

the pharaoh smiled, "true but Prancer doesn't make the master maker! A large one that makes more out of what's around for it's master!" he said looking at the massive former steam punk pony sentinel sitting on a throne like a king. " after all that remains of them is this factory! The rest of the city destroyed in a civil war the King had two twin sons and the city broke out on with one they want to be there king the brothers turned into enemy's by this! End the in they got nothing but we get much more!"

that is when he jumped as the eye on the pony's face mask opened just one on the copper giant making them jump back as the fake ruler said," I was wrong on it all being dead with time!"

While armor cracked revealing a clockwork skeleton powered by a steam energon making it look more like a zombie then an animated suit of armor.

the steam engine was barely running but he was hooked up to wires to the factory itself as lights came on as the pharaoh said," right they build this on a natural vent of steam it's been powered this whole time just not on till the door opened!"

by altering the sound of a fog horn in it's chest the giant said, "correct… phetlock…." The jumped back as Phetlock looked up.

the fake ruler said, "Not going to wonder why you know my name because you are no threat even if you are working master maker you can't possible work for much longer your falling apart with time along with your factory!"

the large robot's left arm fell off, "correct!" it called as it said, "function most be restored and you two are the only ones who can do it!"

Neon Brush smiled," So we get your factory running and get a mass of robots nice nice!"

phetlock smiled as he said, "yes first let's repair our robot here so he can move and help us gather parts form the train station after all new steam engines are the first step!"

the maker honked happily the device that made it a voice box falling out.

Later on.

At a large train hub Kaine as scarlet spider was web swinging on to the back of the master maker he was patched with metal allowing what was left to function with out braking father.

Kaine looked at it and popped a stinger stabbing a gear below the neck making the giant freeze. The part that allowed it to move broken!

leaving it frozen as he jumped off it's back, "what the hell are you!?"

unknown to them Phetlock was leaving with neon someone in a bag they where carrying, "please we could have rearmored master maker but he could have turned on us! The machinic is worth more!"

Elsewhere.

The power ponies were reappearing on a roof top in anthro form. With them Riley he looked to be a batpony anthro in a black suit with a red double d logo on his chest red belt red boot red gloves and red devil mask with no eyes.

Marry jane the shedevil with a sword was a pegasus she added a black simple headband mask to her outfit with a smile.

Ava removed her mask to look at her reflection she was a zony a pony zebra hybrid earth pony brown fur black mane and tail, with white stripes. She adjusted her mask.

Mare-velous was ahead of them heading home to check on her daughter.

the power ponies were back home!

to be continued.


	32. Chapter 32

Riley was walking down the street dressed in a white shirt blue pants black shoes, black tie backpack with he was holding the straps of he had a blind fold over his eyes and a hat on his head to hide his horn.  
  
he made a corner around the block turns out while most bat ponies could see being blind and using radar as a replacement was Common so the only reason he was treated as disabled in his batpony school was because of his wings they were to short to fly.   
  
but no one mocked him for it as Darkdevil the new power pony sidekick and his lack of working wings was inspiring many foals in the same boat. Little did they know he was dark devil!   
  
he head in the prancer industry slash power pony tower waving to the lady at the desk, “hi Mint!!”   
  
the green unicorn mare blinked as one of the stallion guards who was an earth pony walked up and said, “That’s just Riley Prancer the boss Peter’s nephew!! Apparently he has two brothers and the other one is a dead beat, Teresa isn’t ready for a foal and Kain travels So Peter got stuck with him!! Poor lad parents don’t want him, and his wings don’t work!!!”   
  
Riley sighed when he heard it and head for the elevator the no one mocked him for it was with the foals the adults still commented on it.   
  
While heading up it in the lift he hummed to himself but his spider sense was going off so he hit the stop and head to a window his radar was magically boost he could use it through windows.   
  
out in the street was new steam bot sentries normal pony size marking holding spears.   
  
behind him on what looked like a steam driven land Ship was Phetlock in new golden armor matching his army beside him was Neon brush in the same Armor.   
  
In a moment Pony people were Running but Riley looked around well with his radar, he was alone so he opened the window and jumped out covering himself in fire making himself turn into his dark Devil outfit as he fired off a flaming line to swing down and land on a building.   
  
he then summoned two of the fire lines to use as whips hitting and melting Robots as he said, “really dude how many of us can crush metal!!! So easily!!”   
  
Neon brush then jumped breathing fire at him but the Little devil jumped through it and landed a high speed punch to the guys face, no this didn’t do anything. Not for lack of power sense he had spider strength but Neon brush was an earth pony who had super strength too, with was enhanced by his powers and an adult!!!   
  
so the former henchmen punched Riley in the head or he tried only to gasp as his hand passed through him like he just punched fire his hand was even burning.   
  
it was nothing his healing factor couldn’t handle but he had to jump as the Kid summoned a sword construct made of flames!! “  
  
that is when spiderling Swung out throwing grenades that explode into web clogging the gears , “look your first on the scene Cousin!!” She sad happily.   
  
As spidermane swung on to the land ship his spider legs swinging along with his claws slashing Phetlock’s armor forcing the pharaoh to try and hit him in the chest with his staff charged with his extremist powers own biolighting.   
  
but Peter flipped back as he said, “oh look combining your powers with weapons you are on my level now!!! Good for you!!!”   
  
Mare-velous was next out she was holding a fillyzon battle axe slashing the robots still moving,” I JUST GOT MY DAUGHTER DOWN FOR HER NAP AND YOU DARE WAKE HER UP WITH THIS CRAP!!!! I WILL GELD YOU!!!!”   
  
Fili-second was pushing out wearing a pair of brace knuckles to let her smash the robots with her speed and natural strength with out braking her hands, “Geee someone is freaked out and sounding like the other fillyzons!!”   
  
Mare-velou’s eyes widen as she dropped the axe and went to using her hoofarangs,” I am dearly sorry!!”   
  
The white tiger was the next prancer slash power pony out slashing with her clash through mask while avoiding spears, “steam punk mini sentinels really???”   
  
Marry jane as the she devil with a sword of shedevil slashed one’s spear and head off with an air born diving slash as she landed, “well What can we say Tropes happen!!!”   
  
Xavin was smiling in the middle of them spinning as she throw fireballs while having her arm stretched covered in stone and with an invisible shield around it to make the blows more powerful, allowing her to hiver in the air spinning to smash, “ I can use all four of my powers at once yes!!!”   
  
Zapp was the next mare down she called down lighting hitting the Army a large number of them heating part fusing slowing them down as she said, “your up Saddle!!”   
  
the in action mode Saddle rager smiled as she charged in smashing the now missing movement robots with a charge, “hay at least he is trying something new!!”   
  
Masked matter horn smiled as she fired off her seven beam attack again flash freezing seven robots only for them to brake out form the hot steam engines running them, “… right that was an error!!”   
  
Radiance was hovering making spike walls in front of a large number of them so the robots stepped into there own doom, “simple is best some times darlings quote by Peter prancer!!!” no pony would thin kit was odd peter was still the talk of the world!!   
  
the pharaoh was swinging his staff charged with his power as he smirked and in a moment a ball of lighting fired off Making Peter cart wheel out of it shocked,” and you figured out how to use your shock touch to power an energy bullet machine…. Nice job!!!” she said firing his two wrist flame throwers making the staff melt or at least the tip destroying the machine. “ but not nice enough!!!”   
  
Neon was webbed up while the pharaoh said,” time to escape!!” he said jumping on to his ship.   
  
in a moment the part with his throne eject revealing a steam powered ultra light air craft and glider while the ship exploded in to a full sized Sentinel steam powered it was shooting fire balls form the gun built into his left arm.   
  
Spider moved away as he said,” So we stop robot and he gets away yeah no!!!”   
  
In a moment Dark devil’s fire line hit the plan as the boy pulled himself up and landed beside him and said,” you lose!!” as he breathed fire on the wing melting it and making it crash.   
  
he then hopped off and landing on a wall as the bad guy crashed into his own giant robot destroying the machine and leaving phetlock knocked out.   
  
Later on in Prancer industries.   
  
spruce was in her normal height in her work cloths smiling as she looked on a screen displaying the black and white online library screen. It was a massive screen as it was a wall and she smiled as she hit a book and it opened, “yes touch screen invented!!! No more clickers!!! At least when we get it to a useful size and not this massive!!” she said proudly of her invention!!   
  
she was amazed by them on earth and new touch screen’s had to be brought over after all with out a clicker part they could make the screens bigger and the device lighter and more compact.   
  
she did a little victory dance, “and I rock!!! Spruce prancer you the lady!!” she said happily giggling at it! as she looked to her wedding ring, the power ponies made it official ever last one of them was Mrs. Prancer.   
  
but she looked out side the window a flash taking her form her happy thoughts!!”   
  
to be continued


	33. Chapter 33

In the power pony slash prancer industry tower Marey jumper was holding her daughter charlotte who was soundly asleep, "so glad you and me decided to sit this one out Marry jane!"

marry jane walked in wearing a tank top and jeans, "So am I, after all I missed out on this stuff with May!"

Meanwhile Peter and the suit up power ponies were at the light it was a medieval empire known as the crystal empire it appeared to be empty as they searched it.

Spidermane said, "well now doesn't this raise red flags!" he said commenting on it as he tapped his mask, "Ok I am running a scan for life sighs! He said as the systems that ran on a mix of technology and magic sparked over his lens as he said, "the thing says there is life all around us!"

Zapp jumped and point to what looked like a statue in a window, "please tell me it doesn't say that's alive!?" Masked matter horn fired off a scanning beam form her horn that showed a pony sleeping within it, "it is! But cased in stone and in a magic coma unaging!

Radiance gulped and said," well now isn't that horrible!" she said walking around as she made a massive spiked club construct and looking around.

Saddle rager who looking around as she ripped a door off two see more pony's frozen in stone, "why are they all inside it's like they saw it coming!"

Fili-second was running around quickly doing a search before returning, "she is right they are all inside cuddled up! What's the spider sense saying?"

May Riley and Peter then said," Nothing!"

dark devil was quick to added, "with is unnerving at this point! Come on I see a castle let's head in there!"

they then came to the frozen form of prince cadance dressed in a long flowing white dress holding her daughter furry heart who appeared to be Riley and May's age in the same kind of dress.

the frozen in his armor shining beside them. Spidermane looked at them and said," Now this is haunting! This has to be magic correct?"

May nodded and asked"Wait dad don't you have anti-magic stingers!" she then got where he was going and said "Oh I gets it!" Peter then popped his stingers and quickly stone all three stone statues making the stone brake off the ponies as Peter said," you've been in stone for a thousand years at least Call me spidermane I am one of the modern day world's heroes!"

in a moment Shining was quick to say, "I don't trust a mane in a mask!" he said drawing his sword only for the spider to pop out form his back pack his four spider legs as he said, "yeah I got more of those!"

Cadance was quick to tell her husband to stand down, "shining stand down he broke the spell!" Flurry was eyeing Dark devil quickly as her mother said, "Please I am princess cadance this is my daughter flurry heart!"

fili-second was quick to say, "any relation to Celestia and Luna?" the princess of love gasped out," you meet my aunties… wait they told me of a mane that walked like a spider… you're the ones who saved them!"

flurry heart was poking at Riley's horns," two horns and wings… never seen an alicorn like that!" Dark devil pushed her hand away, "Not an alicorn I'm part Demon! Batpony! Not stop that!"

Only for May to poke one of his horns and him to look at her, "Really cousin spiderling Really?"

the princes of love got up, "if you can set us free I ask you set my kingdom free please we knew this stone curse was going along with out land being vanished for time but we didn't know we could return!"

Spidermane held out his popped stingers, "My anti-magic stingers are what did it I only have two of them! they are part of me! so that is going to take awhile but I'll do it!"

Saddle rager then clapped her hands, "we can move the statues to you to make it easier so you can do it two by two! Me and the girls will get on it!"

Shining rolled his eyes, "look they respect him like he is the leader!"

Xavin turned to leave ready to start the job as she said," he is our leader and husband! Father of the spiderling but just uncle of Darkdevil as his parents didn't want him!"

there was a cry of shock as Cadance looked to the colt who lift his mask a little making her jump at his empty eye sockets, "my dad is the reason I don't have eyes! The Black sheep of the spider totems!"

Shining growled at the spider he was caption of the guards a job he only got by being the princess husband! Yet he was here no alicorns in charge of a group of warriors.

he understood times charge but this spider had things he had and more because of this! He would be his kingdom's hero for setting them free!

the spider looked at shining his spidersense went off as he said, "what jealous of times changing sire? My danger warning sense is firing off by you! something my daughter and nephew can back up!"

it was at that point they noticed flurry and Dakrdevil gone as he said,"…. His suit lets me know where he is we'll handle that after we save this land!"

Meanwhile.

Flurry heart took Darkdevil to six statues of the elements of harmony same outfits as cadance each an alicorn, "this is my aunty and her friends Can you save them like your uncle!?"

the colt rubbed the back of his head," I mean I know my flames have anit-magic properties so I guess I can try!" he then took a breath and breathed out fire upon the statues when he stopped the stone was burning away freeing the six mares as Flurry smiled hugging Twilight as she said," Aunty Twilight! Darkdevil you did it!"

the young colt held his head," spidersense going off!" he turned ready to fight but the six alicorns pushed him back as a dark figure that looked like a shadow walked in before becoming the powered up tirek!

the centaur then sucked away the six alicorn's magic," really now and what's this two more!" he then went to drain flurry heart it worked but magic won't leave the colt to the other's shock.

Dark devil jumped and said," Anti-magic is what I run on!" he said summoning a fire line to use as a whip it hit the bad guy making him back away holding his burned chest he was injuried by a colt!

the mares jaws dropped as the colt landed trading whip for two swords of fire he span around, "So how about you be nice and give that magic back!"

tirek growled, "I turn this place to stone so magic would return to them to so I can drain them later I won't let my plans be ruined by one little freak!"

Riley growled as flames came him and he charged out, "I AM A SPIDER TOTEM NOT A FREAK!" he said charging the centaur fired off a blast only to watch it be blocked by the swords becoming a shield he used to charge through ramming him through a wall.

to be continued.


	34. Chapter 34

In the crystal emperor.

the now powerless elements and flurry heart were watching, tirek outside struggling to land a blow on dark devil!

Twilight was first to speak , " anti-magic! That's a thing!" she was stunned but the colt's declare that as a half spidertotem he had anti-magic not magic!

Fluttershy held her mouth gasping as Tirek tried to stomp on the boy with his front hooves only for them to pass through as fire," what is he!"

As the colt breathed fire knocking the Centaur back rainbow dash said,"…. A disabled colt who is awesome…. how… he's male!" she said struggling with this with her out of date mind!

Pinkie pie was jaw on the floor watching as the colt on tirek's back and used a flaming web line to start strangling him by making a loop and twisting it around his neck.

the centaur was struggling as Applejack said," oh nelly… What is that colt!?"

Rarity was stunned as she said," Some kind of dark knight in training!"

flurry heart just had hearts around her head watching Darkdevil!

Tirek opened his mouth to suck up more magic growing to the point the flame line snapped and Dark devil fell off, "you shocked me I will give you that but you are just a colt and I just absorbed all the magic in the area!"

In the next moment how Ever Spiderling web swung on to his horn and while standing upside down said," yeah my cousin isn't the only spider totem around!" She then punched him in the left eye making him back up screaming in pain!

Spiderling them jumped off and web swung away, "spiders for life!"

the centaur regained focus and roared about to fire a magic blast but in a moment it fired the wrong way as one of his horns where slashed up and he saw Spidermane landing his four spider legs out, "Spiderling Dark devil get out of here! I'm the adult I'll be handling this thing!"

Darkdevil saluted," yes uncle sir!" he said firing off a fire line to swing away on, As spiderling web swung away, " yes mr Daddy sir!"

In a moment Spidermane looked up to the large bull thing, "you going to make a move!"

the bad guy roared in rage trying to step on him but Spidermane was flipping out of the way, "I will admit you are stronger but there is a problem there that's your whole thing still power use it to smash!" he spoke avoiding it like it was nothing, "you are so generic it's sad!"

the bad guy roared in rage as he used his one horn to fire a magic blast that peter just Flipped over firing a web ball to hit him in the eye, with the other eye closed by damaged he was left blind screaming clawing at his face to remove it!

Peter then shot a web line at his waist leg and ran around it till the loop was around all four legs and with a pull on the ground his looks where pushed together maing him fall side ways on to the streets as he said, "And that's why this isn't' a challenge for me you are just a knock off inheritor!"

the centaur looked confused as he removed the web form his eyes and broke his legs free but at that point he spotted spiderman on his stomach who with a stinger popped stabbed him making him turn Green, "anti-magic spider venom! Has been injected into you!"

he jumped off firing a webline backwards to land on a castle wall as he said," three two and one!" all the magic within Tirek then flow out of his mouth back to it's rightful owners.

the power ponies now powered again showed up to watch as fili-second said," it's just going on for days!" she blinked as some of the statues were coming back upon the magic release.

Darkdevil blinked as he listened," I am glad my senor can't give me a clear picture this sounds way gross!"

flurryheart hid her eyes in his back, "it is gross it's throw up yuck!" the dakrdevil was blushing as Shining armor growled while Cadance went aaaww at her daughter's crush.

Peter on the other hand was watching, "yeah going to be awhile!"

Everypony was just waiting for the rapidly shrinking Centaur to finish throwing up so all the magic would be were it belonged and he would be beaten!"

After ten minutes tirek was at his weakest he went to absorb magic form a random pony on the streets but nothing happened as peter webbed his hands up, " yeah hit by anti-magic stinger your magic is gone idiot!"

he screamed in horror at it as Cadance ordered," TAKE THE CENTAUR TO THE DUNGEON!"

much later Cadance was putting a medal on Spidermane as she said," For setting my kingdom free and saving us I award you spidermane for being our hero!" she said happily saying," your mare are lucky ladies!"

she said before going back to her own growling in rage husband.

Elsewhere while getting ready to leave Flurry heart ran up to Darkdevil, "so what your leaving?"

the bat pony then said," yeah it's been a thousand years thing changed Flurry and you guys just aren't ready for it yet!" he said as the princess pulled him into a kiss making him look shocked.

flurryheart put a hand on his shoulder," at least allow the princess to see your face and know the name of her knight in shining armor!"

the little devil removed his mask showing his eyeless state flurry gasped but up a hand on his face and put her forehead to his happily making him blush, "I am princess Flurry heart!"

Darkdevil blinked as he said," Riley Prancer!" he said before putting his mask on to fire a webline up at the plan construct Radiance had summoned to be pulled away back to the modern city.

the little princess smiled and said," Flurryheart prancer has a ring to it!" she said resting her elbow on stone as she rested her face on her hands.

Cadance walked off patting her daughter's back, "I saw Honey your crush is a brave young stallion, and strong as well! I wonder how this world changed to birth ponies like that!"

behind them was Shining armor he was not liking the modern world any bit his daughter had kissed a stallion, a stallion awarded for saving his land, he never even was award for his work s a guard.

if he had been born in this time he felt like he would be the one leading that group of warriors not that spider freak! Let along allowing that even freakier colt to kiss his daughter!

the ruling princess turned to look at her husband She could sense the spark of hate in him she was ignoring it as she just viewed it as him being protective and a reaction to being displaced in time.

She hoped she was right!"

a week later Flurryheart was flying to a road side mail box away form her kingdom to drop a letter All she know about it is she put it in then in the out box a few days latter one form Riley would come.

she was blushing at the thought of hearing form him! As she dropped it in smiling," thank you postal workers!" she said as a anthro uniformed form of Derpy flow down to pick up the letters and she said, "thanks Little lady! It's an essential job!"

to be continued.


	35. Chapter 35

In the crystal emperor.

the Cruel cuatro were battling scarlet spider hiding behind one of the old buildings was daring Do and Zecora.

the explore then asked, "why on equis would they want to attack this backwards ball I only came here as it's like a living history museum!"

Zecora then point to one of the old time farming tools, "they are still as old as can be and still working worth millions they are!"

not to far away.

Kaine was on the side of a stone wall jumping to avoid a stretched punch form the rubber bug as he shivered, "so fucking Creepy!" he then fired a web line to zip line out of another as he smiled under his mask.

a flyder had landed on the bug biting him lots of them making him scream as he ran out screaming, "HE DID THE THINK HE DID THE THING AGAIN!"

Kain landed on the ground but quickly was knocked down by an elbow ram by the stone bug knocking him down making him skip along the ground, "got Dam it!"

he then rolled to avoid a fire ball before gasping for air and seeing a shine the invisible one had domed his head! Fuck he was running out of air!

the invisible one smirked becoming visible as he couldn't use invisibility while focusing this hard, using both powers to protect himself easy, making a dome around someone else hard as hell.

it was at that moment Zecora whacked him on the back of the head with a shovel knocking him out! she laughed as she ran.

with him knocked out Kaine regained the ability to breath as he jumped to Avoid another ram charge form the stone one. He fired off two weblines to zip line to his back where he grabbed the bug by the horn.

by moving it he steered him into a stone wall! Upon impack he was knocked out leaving only one of the fiendish four left.

fire bug looked down form his place in the air, "yeah nice going invisible he's winning now!" he called out shooting fire balls down the place was mostly stone so wasn't much to burn!

Plus Kaine was avoiding them on the ground! There wasn't a any object high enough to web line to get up there but the bug himself and that would burn the line!

the flaming bug said," As long as I stay up here! I can roast him on range! Come on you got to do this for the team hot head!"

that is when water was dropped on him making him fall as he couldn't flame back on!

he soon flapped his normal changeling wings and looked up daring do had dumped a bucket of water on him he gulped," Ok but I can still fly!" do then dive bombed knocking them both to the ground.

now on the ground the bug looked up to Kaine and said," hi scarlet spider…. I give web me up I can't flame on again for another hour anyway! I give! I give scary spider! No really how are you scarier then the evil sibling?"

watching Shining Armor was growling those four bugs beat him and his guard like nothing but Kaine handle them! it made his jealousy and hate of the spiders grow!

he then walked over he spotted his sister still talking about being shown Prancer industry she had spoken highly of this stallion it made him sick the way she said she was only turned down to join his herd because he felt weird out by the fact she was old enough to be an ancestor.

she was a princess, princess get a stallion all to themselves he growled and asked, "where is flurry heart!"

the princess of friendship smiled," she want to fly over to maretropilis to go see that Darkdevil kid! Who trust him with his real name! form what I know that's pretty big for spider totems!"

Shining growled he adjusted his knight suit of armor holding a hand on his sword, "you let my daughter got to that nest of sin!" form his prospective the way modern mares and stallions dressed and acted was sin full! He want to keep his daughter far away form it.

he growled leaving Twilight stunned as Cadance walked over sighing," I felt it sense the wedding, he sank low unable to tell the changeling form me! but you could! Then his shields failed, now this! He has been slowly driven down. Form here he was top stallion, as high as a stallion could! Only to find out his place means nothing in this world! I fear he will do something horrible if more comes about!"

Meanwhile in the power pony slash prancer industry tower.

May was with Flurry heart in her room, "Ok now you will stick out like a score thumb ruining me and my cousin's secret identity so you need a disguise and a cover name! hold on!"

moments later May came out looking a Billy and riley, "I present heart sparkle!"

in a moment flurry walked out in a blue hoodie that hide her wings blue skirt, pink stockings blue boots and she blushed as May put the little pink sun hat on her, "I bounded her wings so she looks like a unicorn! The jacket hiding the binding rig up! Would have been easier to use my webs but they would melt away and pop would go the wings!"

riley smiled as he said," you look cute!" the princess was red hearts exploding inside her mind!"

they then head out showing her around the city!

peter was watching them leave through a window he didn't like it as he could see what was coming but his daughter wasn't a baby anymore she was spiderling and Riley had been made sharp. He know what was coming wasn't his fight!

At that point he heard crying and walked off to pick up charlotte who was in a spidermane themed footie onesie!

peter smiled kissing her head making her stop, "it's ok little filly Daddy's here!"

later on in the City flurry was spinning around gasping at the modern city lights screens steel buildings bigger then her castle everywhere. She would pet at night the lights would shine better. So many people and machines.

Chariots with no one pulling them it was amazing and the air ships!. She then seen an electronics' store and saw the tvs she had seen movie screens before but one you could take home it was amazing she gasped.

riley smiled happily at it, "she's cute!" he said adjusting his headband!"

that is when they heard an angry Voice, "FLURRY!" the prince in disguise ran form the sound of her dad.

the Prince was angry," you lore my daughter to this den of sin and dress her like one of your young whores I will kill you foal!" he said swinging his sword only for riley to jump to the side.

as ponies where Running Billy used his tail to smash open a sewer drain for Riley and May to jump down and get changed into Darkdevil and spiderling!

to be continued.


	36. Chapter 36

Billy was running to find a place for flurry heart to hide as he said, "sorry princess but I have to make sure you're safe while your boyfriend and his cousin handle your dad!"

the undercover princess sniffled as she whimpered out," why daddy!"

Shining armor swung his two handed broad sword at Spiderling only for her to flip over," corrupting wench fowl nave!" he said raising a shield to protect form Darkdevil's fire breath.

Darkdevil then said," yeah I am just going to assume those were insults!" he said making a fire shield to block a sword slash.

Spiderling was up on side of a wall firing off a web line but he dome shield to protect himself form it, "he's quick!"

watching form above was Marry jane as the shedevil with a sword outfit and white tiger on a roof said," Wait this is the kid's fight let them handle it! I know you just got her back but May is a big girl now! And she thinks a lot like her old man!"

As the knight swung his sword and used his shield to protect him Darkdevil summoned flaming sword and shield as he said, "I can see why he went down In the history books! He is as skilled of shield magic and sword fighting as a filizon and just as crazy too!" he comment clashing blades with the Knight. As he jumped back and said," Ok time to experiment!"

he said dropping his weapons and holding his hands together he fired off a burst of fire given the shape of a Chinese dragon! only for shining to Make a Dome again!

it was at that point May watched something a little rock hopped form by his feet to the other side and smirked, "weakness found!" she said web swinging over to Billy and flurry heart. "Know this is bad princess but I just spotted your old man's weakness and we need help!"

In a moment Billy jumped out crawling on a wall before jumping off hissing only to be knocked away by the shield but a moment later shining heard a cracking sounded and spotted his daughter back in her princess outfit as she was crying standing her ground," I am not going to let you hurt anyone Dad!"

shining growled," I AM YOUR FATHER YOU WILL OBEY!" he said bring down a punch covered in a mimishiled to act as a boxing glove over a metal covered hand, meaning the left hook he hit his daughter upside the face with sent her flying into a wall hard enough to make a creater leave a bruise her crying and she spat out a tooth!

Riley growled he saw it with his radar sense as he roared out his voice sounding slightly more demonic," THAT WAS YOUR DAUGHTER!"

he jumped holding two swords of fire but the flames where white hot!"

Shining made a new dome shield to protect, "and she did not obey her father so she deserves that treatment for coming to this den of skin!" his eyes widened as he was pushed back the colt before him cracked his shield.

flurry did but she was an alicorn he was just a freak of nature how in the world! His eyes widened Dark devil was covered in white hot flames as he slashed cracking it more, "THE ONLY SINNER HERE IS YOU!"

That is when Billy hopped down into the sewers as he said," well time ot use that weakness!"

shining Armor jumped back his shield shattering but he quickly made a new one to defend form the now savage wild slashes of the cold before him his eyes widened! It was like something in the freak snapped bring out his wild nature!

Flurry heart then cried out, "STOP THE BAD GUY!" In a moment Riley put his hands together merging his blades and in one swing shattered the new shield and ever shield Shining summoned after that.

the only thing saving the stallion was how quickly he could summon them!

but then he gasped as Billy popped up inside his shield by bursting from the street below and whacked him in the head with his tail.

Now pinned to a wall Shining only for spiderling's arms to smash through a window and grab his neck chocking him as the Filly smiled," found your weakness a stone inside went out showing your shields are not six sided! They are five sided! Always one hole in them! you normally use the ground as where you leave the gap . "

Shining struggled gasping but May continued "Using the ground below you as the sixth wall may have worked back in the day but in two days cities the ground is hollow! When you found that out you tried to use this wall as the gap filler! But it's a glass building it's easy to shatter!"

before long Shining dropped his sword as the sleeper hold had him pass out and May let go coming out of the building and webbing him up as she said," and we just beat a warrior form the ancient past that was in the history books we should get an A plus for this in history class!"

Riley on the other hand was helping up Flurry heart who was crying hugged him.

Later on a crying cadance was using a healing spell on the power tower to heal her daughter, "how could he fall so far!"

flurry heart said," I was having a great day too being heart sparkle was a lot more fun then being princess flurry heart! I can see why they use masks!"

the princess of help hugged her daughter, "then keep the outfit and keep coming here! Your fallen father is no longer a problem!"

Riley then walked over and in a moment Flurry heart grabbed his face and kissed him as Cadance smiled," for thou daughter of mine has found her knight! And his armor shines brighter then mine ever did!"

the next day.

Spruce was walking to the rest of herd prancer," so Zebrica's prince wants to meet Peter to know if he wants to invest in prancer industry Tech! it's me as I am head scientist him! Xavin and Ava as he thinks they are a half zebra and zebra respectively, and Peter's one guest of his choice is Mary jane!"

Marey yawned she was still in a white shirt and short shorts, her only night wear, "Ok then! We can handle the city with out spidermane for awhile we did so before! After all we have May and Riley to keep us our old numbers and gender ratio!"

aurora nod still in a night gown " fair enough!"

Marey jumper was holding her daughter she was fully dressed," I can trust the Connors to foal sit!" she said kissing the baby's head making her giggle!

Trott was in a night top and black pajama pants, "yeah we can handle while spidermane swings around Zebrica! After all they reached our tech level before we did! And we only meet it as a super powered alien came to uplifted us!"

Green put on her bracelets changing form her purple night gown to her radiance outfit, "yes he did and he was very handsome and charming! All the things you look for in a hero!"

she said happily as flurry heart in her heart sparkle outfit was dragging Riley out of the house by the arm, "come on first day of school like a normal Filly want to make it boyfriend!"

May walked out in her school uniform happily holding billy's hand humming happily with him.

Trot rolled her eyes, "as you see there are two types of young Fillies in love!"

to be continued.


	37. Chapter 37

In Zebrica the sun was shining on it's capital city.

the city was clean tall buildings with solar cells wind mills water wheels power it. hanging gardens and plants everywhere.

the towers blinding in with the mountains and trees, the tallest one with seemed to be build into a mountain it's self had a golden crown upon it. showing it was the royal palace.

that is when a Zebra mare walked out! She had a top of red bandages red lion Cloth bandages of red along her legs no shoes, going bare hoofed. She had red bandages wrapping her arms. She had a necklace that had gems and gold hanging form it.

She had a red cape with a few holes in it a silver head bang with a blue gem for a crown. At her back was a sheaved blade.

the blade looked like a katana but the handle golden the wrap read the handle a golden ring she drew it for a moment looking at it's short foot long shining blade, with seemed to have the color of brace. She had a large mohawk.

she put it up and smiled pulling out a picture! The mare who was clearly the ruler of the land was looking at a picture of Peter prancer blushing holding her face why she leaned on the rails, "oh good morning stud muffin I'm going to meet for real today!"

she smiled holding it! her name was princess Zelenna She was one of the many mares taken by Peter prancer!

she squealed a fan girl squeal! At the thought! She knew the council would be removed form power if she joined a herd as female heirs had to have a husband to them selves to make sure the blood line gets the throne still. But males could have a herd she hated the double standard.

she sighed looking at him, "to bad you have a herd! I can't join but there is a loophole!" she said smiling as she did a happy little shake, "A princess can ask a stallion with a herd to father her child! So while I can't wed we can date!" she said happily running inside as she saw the zeppelin coming.

she quickly put on some dark lipstick and eye shadow and looked to her side at her cutie mark, a tribal symbol for courage as she said, "courage is my cutie mark! I can do this! I am going to walk right up to him and make my offer! He is just voted most attracted stallion of the year and in the running for next year too!"

she then ran out with some female zebra guard in similar tribal outfit but with golden shoulder blades belts and leg armor.

they had spears as they walked with her to the landing pad to see Peter prancer, Spruce, Marry jane she couldn't help but laugh at the funny name! but she was lovely with her black tank top, jeans and black heels, Xavin, and this last ava dressed in white tank top, white skirt, black pink stockings and white flats.

the princes bowed, "Welcome Peter Prancer and guest!" she had to shake her head to fight off having anime heart eyes at him, "more handsome in person then in photos Mr Prancer!"

Peter jumped at the comment as did the mrs prancers around him.

Xavin put a hand on her hip her normal purple cover life dress as she said," ok I'm not the royal so how come I am the one dressed fancy!"

Zelenna smiled hands behind her back chest forward, "I am a modest royal woman! I don't let my title go to my head! With makes me a mare of my Zebras!" She then shoot a glare to her blushing guards they where just as smitten with Peter as she was!

the princess smiled calming herself, "Come along " She said excited as the members of herd prancer walked into her palace. Peter wasn't impressed by it, it was basically a counterpart to Wakanda! He looked down the street had water ways carved in for boats to be the mane way of moving!

the princess came to her throne room and sat upon her red and golden throne as she said, " Welcome to my Palace Mr Prancer I have looked over your works I love them! very impressive! Mostly because you ponies and I am sorry if this offends don't have the edges we had in water sun and wind power to build civilization! But your burning dirt and trash engine is doing a good job. Never would have though of that as we compost all our trash! I even hear your city is even buying trash to burn!"

Peter adjusted his tie and rolled his eyes, "yes but if you have no need for that tech, I take it's the communication next in the form of the internet you want set up!"

the Mare on the throne smiled and said," why yes that is one thing! It would be so nice to see a movie in here! I can't tell you how hard it is for a princess to go out and see something! We only have one movie theater a city per city so no one is driving out of business! I can't build my own and wanting to see one means renting the place out, it's only useful when enough of my guards have time off to join me or else the guy loses a day of business!"

She wasn't lying that was one thing Peter adjusted his tie, he had gotten the movie people to pass laws to stop movies form being released before theaters to protect the busines, "yes and I know other reasons I am no fool princess I can tell form the blushes upon you and your guards faces there is an underhanded reason!"

Xavin put hands on her hips, "and with laws staying as a female leader you can't be part of a herd!"

ava shrugged and said, "pretty clear it's an unofficial join you want!"

Marry jane put her hands on her hips and gave her wings a flap, "understandable!"

A moment later one of the guards said," not a problem for us!" in a moment Peter was tackled by Lady Zebras who held him down taking turns kissing him till the mrs Prancer got them off.

spruce was growling barely able to stop herself form growing larger as she helped him up," control your guard Zelenna!"

the princess got up smirking, "first you are right and they can't help it! it's not every day a legend walks in who has to legends for his two names" they all jumped but in a moment she swung her sword still sheaved but the force would have been enough to harm him.

with triggered the spider sense making peter flip and land on the side of the wall sitting right on the middle as his eyes widened as Zelenna smiled, "Spidermane!"

peter jumped off as the princess smirked," with makes the Mrs Prancers the power ponies you lead!" she said smiling as she put the blade up the mares guarding her giggling about having kissed the spider.

Spruce shot a glare arms crossed as she said," And how do you know this!"

the Zebra princess adjust her cape so her tail was showing swinging as she turned to walk to her throne smiling as she turned to sit down. "simple Zebra is a warrior nation! We know fighters! Unlike your peace loving ponies we know fighting styles and the fact Prancer and spidermane both have siblings may be enough to throw them off but I notice Peter and spidermane in there together photos had spidermane behind Peter making them look the same height in camera. But in person I bet he was taller much like Kaine!"

she giggled as she said, "plus I was there when Zap found her gem and left the life of a princess to be come a power pony tracking form there is easy!" she giggled cutely resting her head on her arm and crossing her long legs.

Peter rolled his eyes her movements where transparent as he said," Well sorry to waste your time but if you don't have the internet you can't reveal identities and as this is mostly about wanting me!" he jumped off, "no to both!"

the princess eyes widened as to her mind shattered her plan in ruins as she got up ,"Wait wait wait! If me telling others is what you are scared of I can give you dirt one me!" she said in panic.

she then drew her blade and span it around making the blade turn golden as she grabbed it in a glash she was in a red body suit with golden stripes golden helmet that covered her face, turned her mohawk red form normal zebra color, her eyes covered by red Gem eyes. The sword remained now twice as long. Golden boots gloves and shoulder armor " my family's blade makes me the current Golden stripes the legendary figure that allowed us to unite the tribes and lead! Come on we're all super heroes here!"

Peter rolled her eyes thinking of Nova, "and how do we know you are not just doing this for fame not because it's what's right!"

Zelenna held her chin in panic, "you can test me! Come on here! If I give up my title I give up being golden stripes!"

Peter smirked as he said," fine then you want a test I want to see how you handle the grootslang the stories stay the golden stripes only drives it away! Now is that holding back to keep a title or trully best you can do!"

she smiled saying," why yes! The day it returns is tomorrow you can watch me and join the fight when I prove it's for real to end it!" she said happily thinking of this as a date!

to be continued.


	38. Chapter 38

The next day the grootslang a massive beast, with the body of a snake and it's fangs but the head of an elephant roared at golden stripes.

Watching in costume while hidden was Spidermane and his mares.

Zelenna was golden stripes was flying firing off beams form her sword as her military was firing off spears form what looked like simple Gatling guns at it.

Mary jane as the shedevil with a sword was watching, "what do you think peter?"

Xavin was resting over the side as she watched, "he is clearly trying to tell! If this is fake like he fears then the sense won't go off so how about we all shut up and let him focus to see!"

Spruce nodded in her saddle rager costume in her larger size. Ava was beside her watching as the monster roared and slapped golden strikes with it's tail. With had a rattle on the end of it.

the beast then charged down with it's tusk as spears bounced off it.

Golden strikes held her sword with both hands having ti Glow to hold back the tusk as it charged.

that was when it happened the spider sense tingled! And Peter said," it's real power pony up!" he said swinging out as Saddle rager glow out punching it back!

Golden strikes looked up saying," and help has arrived! If we just knew what it wanted!"

spidermane landed beside her and pointed to her," you are holding it!"

the shedevil glow out slashing it's body with her sword only for it to bounce off! Ava jumped n it's back clawing at it as she said," Get to the point peter!"

Xavin held a hand out making a dome around it's head to suffocate it as she said," just cover me I'll smother it!"

Peter jumped to use his spider leg blades to hold back a tail strike, "simple Look closely at it's open mouth!" he said as the beast opened it's fangs looked just like the golden stripes sword.

the princess looked at it," it's a set of these!?" she looked at it as Peter said, "Not all of it, that's just were the blade par came form! And also look closely!" he said using a leg to point to a wielding line!

Zelenna looked at it, "the blade was repaired using one of it's teeth! No wonder it keeps coming back Some pony ripped out it's tooth and ran off with it!"

the thing roared in the dome getting weaker form lack of air as Saddle rager punched the parts of tail away to keep it away, "yep! And it can't tell the difference between one pony and the one that wronged it so it thinks Everypony is guilty! Hence why it keeps coming back!"

the current princess looked at the blade, "still doesn't explain why it's yearly!"

Saddle rager smirked as she flow to her," habitation cycle!" she said pointing to some spots on the stomach, "those resemble the feeding feeding ports on some dirt swimming class animals! Most of them are asleep more then awake! It probably tried to get payback then when it's almost out of time slithers away to find a place to sleep till it's up again! Form it's understanding of time it's probably only been a few days at best sense it's tooth has gone missing explaining why it's still enraged!"

the beast fell over dead as Zelenna walked over to the suffocated monster, "…. What did one of my ancestors do to forge this power!"

Spidermane walked over as Xavin dropped the dome as he ripped off one of it's teeth and looked at it, "nothing! The teeth are just copper! No power within them! just like the best! Your ancestor probably saw it sticking out of the ground and figured it came a cross a broken sword to use to fix theres!"

Golden stripes nodded as she looked to her blade and bowed to the grootslang, "I wish we could have explained and saved so much time so you could have lived grootslang, tragic beast!"

behind them the zebra cheered and Spidermane hugged the princess who under her mask had a big blush and heart eyes happy about it!

the deal would happen and while she couldn't be a mrs prancer she would be Peter's fillifriend and future father of her child! She couldn't be happier!, whiel still feeling sad for the grootslang.

it looked a happy ending of so it seemed.

A few weeks later in the power pony tower Zelenna was out of costume panting, "things went side ways for me!"

Trott point to there large computer playing a news report of the Zebrica civil war and how the current government lost, "we can see!"

Zelenna said," no grootslang no need for golden strikes they said!" she said holding her blade to change into costume," then the council decided to side with my cousin when I revealed my plans to have a half striped foal as they said! So I had to fly away abandoning my throne while using what little treasure I had to set my guards up with new lives here!"

Peter sighed," so you came here to join the power ponies and by that herd prancer!"

Zelenna held his hand blushing, "it's the only bright side to this problem!"

marely walked in holding her daughter and kissed her head," hear that little Web head you got another mommy!"

the foal giggled happily as May came in still in school cloths she looked to Zelenna in costume and she said," …. I got another mom now?"

they all nodded and she said,' Ok hi new mommy I'll learn your name later! I have got to go change out of this outfit!" she said walking back to see a paint stan in the back of her skirt, " they are suppose to put wet paint sighs! Worst part is it's brown so it looked like I pooped my skirt!" her tail was also covered, " I'll also be needing some paint thinner! It's all over my tail!"

everyone held in a laugh well almost everyone the little filly in Mare-verse's arms giggled at it making her older sister point to her and say, " little Traitor!"

Zelenna covered her mouth before giggling then grabbing Peter in to a kiss and pinning him to the couch! Making Mary jane grab her to pull her off the new mrs prancer struggling as the original said," Not your turn! We go by first join order for alone time with him!"

the princes in exile then said," THAT'S FUCKED I'M NEW SO I AM LAST!"

Peter got up covered in black lipstick kiss marks and got up to go get a rag to clean his face, how he end up in this strange case he didn't know! he just came here to get his daughter back now here he was with a harem of super hero women madly in love with him! Two of with were royals.

oh well tomorrow was date night he had a long day ahead of him after all he now had ten wives to take out on dates. Ten , he had Ten!"

it's like parker luck was reversed in this universe!

to be continued.


	39. Chapter 39

The next day.

peter was with Trot walking down the street hands in his pocket as he smiled turning a corner to a park he had built," best part of building a park I make the rules!" he said pointing to a no camera sighs making the media back off.

Trot laughed while Peter made less jokes then normal she still found his puns good," yes talk about a lens cap!"

the stallion rolled his eyes and people though his jokes were bad! But Trot the former leader the one who he replaced on the team was happily holding his hand.

she didn't care about losing her spot as leader She saw how much smarter he was and clever when he gave them the tools need to stop hobogoblin.

Later on.

Marelen was hanging up a flip phone as she said," and charlotte is ok!" Peter rolled his eyes he got it! as he held her hand. Stories of him losing May hung on all of them! but unlike May charlotte was guarded by many super heroes chances were very low!

the filizon how ever won't admit it but half the reason she worried about her daughter as the filizons were just her and her foal! she felt so alone now! When she learned the code was wrong thanks to peter he first though was go home and save her ponies but now they were gone. Because the maker revived the first queen.

Last time she saw other filizons they were mind controlled false revived clones she felt alone even with her true love and fellow prancer wives she felt alone! When she held her daughter not so much! She felt a little sad about it as she felt like she was putting everyone else but her daughter on the back burner!

Peter knew this she told him all he did was kiss her then hold her and say he doesn't know how she feels but he understands and loves her. All this did was make Marelen, A.k. mistress mare-velous feel like she was the wife who didn't deserve him.

on the next date.

Green was on a zeppelin alone with Peter she was blushing in her captain outfit as she wrapped her arms around his neck and kissed him as he held her hips.

the mare was red Peter was handsome caring, heart of colt charming, smart, self made stallion, and a super hero! He was everything a mare could ask for in a gentlecolt!

thanks to the rating we most now move along to the next date!

Marey the police mare smiled as she pulled up and got out of her new squad car, the car industry was another parker industry revolution she was proud to be part of! Mostly as he gave the cops them for free! Everyone though it was her getting her husband wrapped around her hooves.

but in truth Peter was already going to do it! much like his sister in making none lethal guns he gave to the police as he felt it was only right for it.

there waiting at the outside Café was Peter she had to use all her will power to walk and not use her super speed to be before him in a second. Because she believed she was the most in love with Peter out of the herd!

she had hearts around her head as mares looked jealous of who she was with! Understandable with Peter being the richest pony on the planet! He had more in the bank then most kings thanks to him bring inventions form earth to this world.

Later on Peter walked in to the prancer labs stretching as he came to spruce working on a device as she smiled," oh hi peter!"

She said plugging a device into a tv and loading a cartage into the device and picking up a controller playing a black and white lower revolution version of an arcade game and she smiled," I finally made one of those home video game systems!"

peter smiled and said, "perfect older games can go to it new ones to the arcades so there is no putting them out of business! After all got a lot of catching up to do with this thing! Nice job!" he then kissed her head.

spruce turned red she loved Peter as she knew the mind of spruce and it's genius not Saddle rager smash! She couldn't be more in love with him because of that!

upnext at the top of the tower was aurora waiting on top sitting as she smiled," Oh there is my wingless lover!" She giggled! She grow up in a race were pegasus only she was still new to wingless ponies let along loving one. But even with out wings he could take to the skies Peter then most of her native ponies.

she walked over with a hip wiggle smiling as she grabbed his face and kissed him. It was his power to take to the air with out wings that showed her anything was possible.

Up next as the Sun was setting.

Peter was in a club dancing with Xavin, the changeling in zebra form smiled as Peter dipped her! While it's true part of her heart still beated for her ex. That is because the changeling found herself because of her! But her love all beinged to Peter!

She happily kissed him as she broke it and said, " I am just a fly caught in the spider's web!" she giggled at the joke as Peter rolled her eyes.

up next on the date list was Ava.

Ava smiled as she was being walked down the street as the stars came out holding Peter's hand as she said, "I never thought my high school crush on you would get me into a harem but I am happy! May be it's the new instincts!"

Peter smiled as he held her hand as he said, "I know Flash would have a heart attack if he watched this day!"

the young hero smiled as she bumped her butt against his to make him make a shocked stallion sound as she giggled, "yes he would!"

next on the second to last day was Marry jane who was sitting on a bench with Peter. "I Can't believe all of this Peter!"

the stallion said," Tell me about it!" he said not believing his luck! The red head put a hand on his face, "I thought I was your jackpot tiger but no This is your jackpot prancer!" she then happily kissed him all those happy moments coming back but she couldn't help but feel if didn't trust that fake nurse with her new born Peter would be all hers!

up next Peter walked into the tower to see Zelenna standing around candle lights with wine poured into glass smirking," and the best for last! And trust me I will be the best!" she said walking over and pushing her chest against his chest," Now let's get you out of that suit you have been in all day!"

Peter jumped at the stated!

Meanwhile.

in Canterlot Tiara was was holding a wooden sword practicing with Deadpool who was only blocking.

that is when Wanda smirked as she span her training katana knocking out Tiara's . "sorry baby but you are not going to beat mommy!"

that is when a note on an arrow came in and Wanda took it," hi Deadpool I am shadow Mane the madame hydra I went on a trip to earth found out you had a daughter there and brough over back as a hostage!" her eyes widened. Her husband and daughter knew she was born male and about how she had to give up a baby before finding herself.

in a moment Tiara had a sister instinct and grabbed a gun to hand ot her, "gun for killing mommy!"

Wanda took it and put on her mask, "big time!"

unknown to them.

in a cage Elly as an anthro zony pink fur with black fur was in a cell sitting quietly legs crossed as third eye looked to shadow mare, "she is the perfect option for my mind control as she already has stripes so my stripes don't' spoil it!

to be continued.


	40. Chapter 40

Wanda was suit up mask plus her costume as she slashed her way through the hydra base saying, "Ok wanda baby you got this save your little elly baby take her home to her step dad and new sister! Go back to happily ever after with the stallion who makes you happy to be a mare now! Who you want to have a foal with!"

she said throwing a katana at a hydra agent to hit him in the neck and she drew a gun and one earth pony stallion with yellow fur screamed," DON'T SHOOT!"

Deadpool knew the voice," Bob!?" the agent said, "I am sorry do I know you crazy murder lady!"

Deadpool removed her mask and said" right I got gender changed by make it's me Deadpool buddy!"

bob jumped as Wanda kicked him in the gut making him fall and dragging him into a locket," here I'll lock you up, in those lockers back there. I mean it's been so long I mean I got married and I am a step mother now! I mean I was the other woman for awhile but the first wife was a total bitch that had it coming! Had a cat fight with her and everything! My hubby loves to watch the video of me kicking his ex's ass I could tell if if the rating was higher man! Heheheheheh!"

She said stuffing him in a locker and locking it , " anyway if you ever quit just come along and see my family some time! I am sure one of my new friends would love a nice colt toy like you! lot better then the life of a minion I tell you that much!"

she then ran off as bob said,' … I might take up that offer!" he said groaning in pain.

Deadpool then walked into a room to see the zony form of elly in a cage marked Elly and screamed, "MY BABY CAGED LIKE AN ANIMAL!" she then took a step but stopped, "wait common senses tingle! No one guarding cage child sitting still and quit instead of crying! Something isn't right!" she said putting up all her weapons minus her left hands Katana.

she used it to tag the ground ahead of her as she inched closer then tap the cage, "ok no trap! Elly you brainwashed!? It's me Daddy well it's mommy now! But come on! Something! Come on! Give me some kind of smart as remart that hurts my feelings while also letting me know you love me!" she banged on the bars with her katana nothing. " WHAT HAVE THEY DONE TO MY BABY!"

She watched a fly land on her eye and she did nothing, "DID THEY REMOVE YOUR BRAIN!" she said holding her face in horror screaming," SOMEONE GET DOWN HERE AND TELL ME WHAT'S GOING ON AND WHO'S PLOT I HAVE TO CUT OFF AND USE TO SMASH THERE SKULL IN!"

in a moment A vent opened and she drew a gun but a white flag on a stick came out as she heard tiara's voice saying," I know mom!"

wanda screamed, "LADY YOU ARE SO GROUNED FOR THIS!... Wait you snuck into a super villain base all the way here!? Proud… BUT ANGRY AS I TOLD YOU TO STAY HOME!...GREY AREA HURTING BRAIN!" she said holding her brain. " voice in my head torn! Between reward and grounding… save it for later!"

Tiara jumped down out of it and said, "yes I did I also played spy madame hydra is working with third eye! Sense zony's have stripes Elly was hypnotized you wont' see it coming they said! Anyway she had this knife that stops wounds form healing she is programed to draw it and stab you in the neck when you hug her!

diamond then opened the cage and poked her," but I'm here so!" she removed the knife and replaced it with a pocket knife. "there now she won't kill you!"

Deadpool petted her head," you are ground for a month! But you are getting the new color screen computer too! Only way I can make sense of this grey area!" She said before hugging Elly.

in a moment the Zony drew the knife and stabbed Deadpool in the neck and she snapped out of it and screamed in horror!

Wanda pulled it off, "Relax elly belly your new step sister replaced it! this won't kill me! Now let's get you two out of here! So you two can start the grounding! Because hypnotized is still no reason for stabbing mommy! Were is the heroic will power that brokes you out of it young lady!"

Elly blinked as Deadpool pocketed the knife and grabbed both little fillies by the ears pulling them out," now come on young ladies!"

both ladies cried and screamed out "MOM THAT HURTS!"

as they walked out Madame hydra walked out shouldering her new sword, a katana with what looked like two different fury leather bands around it. in a moment Wanda screamed grabbing her daughters and ducking to hide as the sword shot an energy blast at them," I made this with the hide of the Fenris twins! As there hides are in contact I can use there beam attack!"

Elly looked up to wanda," what I thought they were husband and wife?" Wanda nodded and said," they are that too!"

tiara shivered at the thought and said," that's sick!"

Wanda pulled out a gun to shoot at madame hydra as she said," it's hydra sweetie!" she fired all around madame hydra not hitting her.

but then a vent fell on top of her knocking her out as wanda said, "suck it hydra! Now come on sweeties time to run!"

in a moment third eye walked out holding her stone sword as she growled," you will die Deadpool!" she said charging only for Deadpool to pull out the knife elly was suppose to use to stab her to block it!

but in a moment elly and Tiara grabbed deadpool's guns one each and shot the zebra mare in the chest.

the woman fell over in pain. "IN THE TEATS! YOU LITTLE NAGS! OH FUCK!" she said holding it as the green bandages got stained red

Deadpool held her own and said," WOWOWWOW NEVER THERE YOU LITTLE NUTS!" she said grabbing them by the ears and pulling them along. "YOU ARE BOTH IN SO MUCH TROUBLE YET I AM PROUD."

She hugged them while pulling on there ears as she said," now come on!"

weeks later at home in there now shared room Elly and tiara were playing a video game against eachother as they got the new add home one. It was a simple fighting game were the only difference was the weapon of the characters.

elly had sword Taira had spear watching in on it Wanda in a new red dress that was side and backless with a low cut, and white gloves smiled as she adjusted her red heels, "My babies are getting along perfectly yeah!"

she then grabbed Filthy," now come on Filthy! It's date night and hopefully this will be the magic one!" he was red, he was married to a crazy beauty pyscho. He knew he was luck.

A month later Wanda was in a house robe happily shaking her plot as she showed filthy the test that said foal, "I AM PREGNANT! YES!

upstairs Tiara and Elly asked," CAN WE LEAVEO OUR ROOM TO HUG YOU!?"

Deadpool hugged her husband filthy and said," YES!" she then kissed her husband, "yay pregnant deadpool!"

Meanwhile in jail. Third eye had head gear that hid her eyes as she rubbed her chest," they still fucking heard! And if I become a mother I'll need to bottle feed I can't return to natural like I wish anymore!" she growled at a drawing of Deadpool on her cell, "you will pay Deadpool!"

to be continued.


	41. Chapter 41

Black light was in the air swinging two sword constructs at Golden stripes," only thing worst then a nag is one with stripes!"

the zebra super heroine made her sword glove as she slashed sending off an energy wave, " THE BUCK YOU JUST SAY!" in a moment he formed a black shield to block it.

it worked but she was behind him and drop kicked him on the head knocking him out of the air on to the streets, "oh hell no I am not done with your ass colt!"

she then landing on top of him as she said," I Ain't done with you!" the mane below smirked," and here you are acting like a proper striped nag! Heheheh!" she jumped off him and covered herself feeling objectified.

she let out and "EEPPP! We have a freak on our hoves!" She backed away and he passed out, "… Asshole!"

the police came to take him away by cuffing him, but Elsewhere.

the cruel cautro where in battle on the streets. Mj as the shedevil with asword was charging and slashing at the rubber bug he bending out of the way to avoid it as she was was to fast to strike against.

Saddle rager was matching the stone bug fist to fist, behind her masked matter horn was using freeze rays to fight the firefly's flame powers.

fili-second was raising avoiding unseen barriers attacks form the invisible bug, "what is with all of this?" she comment stunned by it.

elsewhere in the city Ave and Xavin where brawling against hoof ninjas! White tiger slashing one mare's stomach with her claws.

Xavin held her hand out shooting fire at the ninjas, "this is crazy!"

not to far away form them Mare-velous was throwing hoofarangs in the barrle of hydra agents making there guns explode as she roped them, "what is it bad guy field day!"

one of the agents," no just everyone wants the thing!" he covered his mouth as mare-velous raised and eye brow at the comment, "what's the thing?"

not to far away in the air Radiance was in the air using support beam construct to hold up a bridge as Zapp was calling down lighting strikes to hit the Filizon's above making them Vanish as necro nag was throwing out more items to summon more filizon.

At least till Spidermane web swung in and knocked her out with a two hooved kick to the head making her minions go down, "Zap with me we need to get the ponies off the bridge Radiance can't hold it up all day!"

the two hurried while everyone was trying to figure out what the city's bad guys wanted.

Not to much later Long face was throwing new chemical bombs that seemed to melt glass and plastic to melt a window to grab gems form a jewelry story window but in a moment he was kneed in the back by Fili-second.

the power pony removed his belt of bombs and held him down by holding her hoof on her head," Ok What is it you guys are after I missed the thing all over today form this riot! What the buck is going on!"

Longface groaned as he said," the maker's holding an auction!" he groaned in pain as he dropped the gems, "he is bidding off weapons tech, costumes and even a symbiote made form recovered Codexes!" he gasped out as fili-second took a step back in shock and he pulled out a small gas bomb and hit it.

it was just smoke but it gave him the cover to flee.

when the smoke cleared Fili-second had a gas mask over her face same colors as her suit and it retracted into her mask in three parts, "Glad we had that put in our masks! But still now that can't be good! I remember the last maker clean up!"

she said running off to share what she found!

Elsewhere in the city.

high heel was robing a bank hoof ninja loading up bits as she laugh only for golden hooves to fly in a window and say, "ok where is the Auction!?" she demanded to know holding her weapon.

high heel removed her head gear as she said, "yeah not telling you power ponies!" she stated as she pulled out form her shoes card, "beside you need an invite like this one!"

Golden strips flow forward to try and grab it only for high heel to spin and kick her in the helmet knocking her away, "you took away my goblin powers but I have something for that or at least will one of the items is goblin potion! Mixed with demon blood!"

the zebra shivered as she fired a power blast form her sword knocking her out with a hit to the gut she walked over taking the card as she said," well that's gross!"

she then hit the side of her head, "curt sense Martha is watching the foals I need you to check something out for me! this invite for the auction says maker market dot evil!"

in the tower curt walked over to the big computer and put it in and " yep a web site just came up it's a gallery of items for sell in the auction! Symiote doc ock's tentecles, shockers shock gloves, goblin potion! Guns swords armor, and that kind of stuff! You know he is doing this just for fun! Wait I found something tarantula is for auction!"

golden stripes then comment while firing off beams at hoof ninja that were trying to get away, "spidermane's evil brother and dark devil' father! Why the hell is he up for auction who would want him?

curt then spoke upas he said, "you forget scarlet and him came into this world unnaturally as copies of spidermane because of this they aren't truly siblings they are more correctly the same person split into three! Parts! In magical terms!"

golden stripes used her sword to block a katana strike as she said," So he's linked to the other two! Magically that sounds bad man!"

curt then continued as he said," while the connection faded as they lived and gained there own souls they are still only alive as part of spidermane's sparked theres! That connection is how he made scarlet pay for his evil! And it can be done again!"

Golden stripes finished off the last hoof ninja with a knee to the gut as she said," So someone could turn the bad spider back to normal and turn Scarlet or my husband into a spider! Yeah that's bad!"

curt then chuckled, "if he was alive but it looks like it's a corpse!" he continued looking at the lifeless picture, "or a shedded skin! Again still a connection that could be used if not to spidermane but to the web of life and destiny! That's the magical force that empowers spiders totems like them!"

Golden stripes then said," ok good to know new wife needs the info!" she said hands on her hip, "So Spidermare has a connection to this web, scarlets and the bad one came form piggy back riding on spidermane's so it's possible to use the other guy to hook on to it and make a new spider totem!"

curt then said," yes and thanks to venom having been attached to him for awhile the symbiote has a web connection as well!"

the new wife then left the bank to fly off to handle more hydra guys up the street, "so that's bad? I wasn't here to see a symbiote in action! Makes me the only power pony to not have seen venom!"

Elsewhere.

the maker was in a warehouse dusting his items as he put on the shelf more things he would start a new super villain age soon! He didn't need the money he just want the ones to get this powers to earn them.

to be continued.


	42. Chapter 42

In the City flurry heart was with Dark devil and spiderling!

the princess was hovering in the air firing off a blast of magic at a bootleg hulkbuster using hydra agent blasting it's left arm off, "this is all so crazy!"

Dark devil was jumping around using flaming web lines to melt blasts to disarm the ponies, "I know necro nag is after my dad's corpse to raise him back! I don't want my super villain dad swinging around doing evil! He can easily frame uncle spidermane!"

Spiderling was like wise swinging around but she was swinging to land hooves to the face of hydra agents. "yeah and in the mean time it's a riot for this stuff! They are everywhere and we are spread too thin! We had to call for help for crying out loud!"

Elsewhere in the city.

hoof ninjas were throwing, shuriken at Morbius who was flying after them on the roofs, "you can not run I can smell your fear it makes your blood run cold!"

Not to far away.

Spidermare was swinging around avoiding shoots form Blacklights revolver constructs as he fired in the middle of a gold mint! "hold still you stupid nag!"

the spider sister landing on the roof and pulled out form a belt a small marble like thing and dropped it filling the room with smoke!

the bad guy looked around changing his construct to lanterns to look around and at that moment Teresa jumped out with a strike to the back of his neck "venom strike!" making him fall over as she said, "thank you spider sense!"

down the street.

Kaine jumped on top of a street gang's stolen armored car and smashed the window with his fist. Making the thug park the car get out and fall on the ground hands out as they said," WE GIVE WE JUST WANT TO TAKE MONEY WHILE THIS CHAOS WAS HAPPENING!" she said crying. "PLEASE DON'T BURN MY FACE CRAZY SPIDER!"

In a moment Zecora walked out and kicked the nag in the face and spat on her and Kain's lens mimicked and eye raise, "….. like when you want to put daring in her place as beta mare!"

half way across the the city.

peter was web swinging as he stated, "hydra is going to want the super villain gear!" he stated coming to the kids fight.

he landed and watched Flurry heart ripped off the bootleg hulk buster's left arm as he swung away, "Not need here! Hydra will probably want the weapons to give attack power to those power suits!"

he came to see his sister webbing up the knocked out black light! And he swung on, "the symbiote is what we need to worry about!" he stated under his mask as he swung along, Coming past his brother , "I know necro nag will revive Ben and I am ready! But right now! I am need here!"

he said coming to a jail marked the spidernest " they renamed it after me!" he said happily swinging in! the yard was in a riot!

he landed using his spider legs to give to bashes as he did so. Using the outside not the bladed tips it knocked out neon brush and phetlock ," ok super prisoner one and two aren't getting out today!"

he then flipped and fired off a web ball form his leg hand covering the in mate that tried to hit him with a pipe in impact web netting!

he landed on side of the wall as he he used his two lower spider legs to knock back to rushing at him as he said, "really I am let down!"

he then jumped and rapidly moved firing off a web line to avoid bullets," oh they took the sniper towers! How cute!" he called out heading to the tower as he reached and throw a marble like thing to fill the area with smoke to hide!

his lens became red as he started seeing body heat as he landed in it, were he punched out someone at the gunner controls.

the other in mate panicked when he heard the landing and the knocked out body falling but a web line pulled him into spidermane's fist.

he then took the gun as he waved his spider legs to clear out the smoke! He then had his lens zoom so he could shoot the gun at the other tower with the remaining ammo. The other gunner inmate ducked as the bullets hit the open side of the barrel of the machine gun jamming it!

peter then said," gun built in to tower two jammed and gun one!" he ripped the barrel off and throw it down, "broken!"

he then jumped out into the riot landing on one foot and a knee hands out his spider legs moving to knock out in mates as he looked at them, "Ok who wants to come at me next?"

the inmates fell down in fear but Spiderman did a head count, "we are missing two ponies! On the important list! Truhoof and shining armor! Are out!" the gaurds came in and he fired a web line," I'll leave this to you gals Sorry no time to sigh autographs!"

the guard ladies sighed sadly at it watching him leave one mare then said," I hate to see him go but I love to watch him leave!"

elsewhere in the sewers.

Shining growled, "nave I do mand to know where thou is taking me! As rightful princes of the crystal emperor!"

Truhoof dust off his jail outfit bars and all, "Simple!" he said holding out the card," this address is for a power auction! We both lost everything to the spiders, their nags, and I guess offspring even so we can get new powers here! The high ticket item is the symbiote!"

the princess looked confused as he broke the band off his horn allowing him to summon his armor and sword and truhoof rolled his eyes, "it's a living suit of armor!" shining's eyes widened as he continued, "it copies the powers of all who wore it to give to the current one! Special powers like super powers skills! Memories to use them right,All of that! And the spider once wore it! by wearing one of us will know who's under the mask!"

Shining smiled at the comment," then it's only a matter of using it to slay the spider!" he said slashing a bar as truhoof pointed to.

they then stepped into the auction house as truhoof said, "yes! But our problem is being out bid! I have some cash saved, but we most be the only ones to bid on the symbiote!"

he said coming into see hydra agents placing bids before the doc ock tentecles and shocker gauntlets.

necro nag bidding on Ben's corpse! Truhoof then bid on the symbiote jar," good we are the only ones wanting it! we must make sure no one else does!"

Shining stood guard by it he would slay anyone who tried to bid on it! he said looking to the barrier around the jar stopping him from taking it.

at that point in the sewers Peter was walking the spiders told him were they where and he was ready for it!"

to be continued.


	43. Chapter 43

In the rich manor wanda was laying on the couch in a house coat resting, "yeah I can't help my friends thanks to being pregnant! But I am here to forth wall brake and get the message about the new poll that will be open till chapter Fifty!"

she then pulled out cookies and said," I love yet hate this thing!"

Meanwhile in the auction house.

hydra agents were taking shockers gauntlets and leaving they would probably add the tech to there bootleg hulk boosters to give them weapons!

Truhoof was watching Shining armor he was guarding the force field holding the symbiote in a jar he need to be quick! He knew when it opened one of them would get it and the other would fall! Shining already had better fighting skills then him!

he turned to see necro nag's hench ponies braking apart the evil spider's exoskeleton to all carry it out in one piece! She would get the honor of knowing who the spider was as well as soon as she summoned that thing…. Well if the spider he became still had it's pony mind to remember who he's brothers are!

he looked to the jar, in it was something the spider said he once wore! Knowdlge of Spidermane's name and face was there it was the highest ticket item! But the other bad guys didn't seem to want it!

the hoof were taking Doc ocks tentacles and leaving the Maker then spoke on a speaker," Look at all this just a few more things up before the reveal of the owner of Venom!"

Truhoof moved closer Shining wasn't striking him like he did every pony else who got near it. "almost time!"

outside it in the sewers Fili-second had her mask on walking with peter, "I should have changed into my stealth suit this one is ruined now! It's white in crap water! I am going to have to burn it and make stealth suit my new go too!" She complained about it as Peter sighed.

the stallion said," I am rolling my eyes under my mask the spiders say behind this wall!" he said stabbing it with his spider legs all four at once making a hole to look inside to see the auction and henchponies trying to get past shining armor to bid on Venom.

shining Armor was slashing A mare henchponies head off, "be glad you meet your in by my blade vile wrench for you're life is sin as a modern worlder! I shall end that! With this symbiote's power! A whole army in one suit of self repairing armor!"

that is when Peter backed up to get a running stard and he jumped hitting the wall with his fist, his knees hooves and four spider legs knocking it down as he landed and Shining growled point at him, "the nave dares!"

Peter got up as fili-second ran in most of the bad guys ran! As shining charged at them!"

Fili-second moved in at high speed kicking her boots off " going to regret this on the way out!" the very dirty boots almost hit shining but two small energy shields formed.

Shining smirked as he smiled he had a dome of shield plats around him gaps between them as he smiled," be hold my improvement by pure focus while locked up ! I had this plats all around me making the whole structure my missing wall!"

Peter fired his flame throwers form his wrist only for Shining to merge them together in to a wall to block it, "I can switch to wall and back again!"

he turned using a sword held side ways to block a punch form Fili-second! The mare screamed as she jumped back her left arm bleeding staining her suit red, "FUCK!"

She said holding it staining the other side, "he cut through it! this is carbon fiber plating I am wearing light weight and powerful!" she said groaning in pain.

Shining armor smirked as markings glow on his blade showing it's enchantment, "I didn't charge my blades runes before as I didn't think I would need it but I know better now!" she said turning his shields back to mess dome!

Spidermane jumped to a sealing as he smirked above, "maybe but you are still out numbered!" he said as spiders came in!

the spiders crawling all over shining quickly turned his shield back to a normal dome to protect before slashing his sword against it covering the dome in fire as he charged burning the spiders apart before he stopped dome gone and his hands on his blade," such tricks I am ready for naves!"

Fili-second smirked as she dropped a smoke bomb and Ran! When the smoke cleared Fili-second was in side the dome were she used her good arm to give a high speed punch to shining armor knocking him out!

peter jumped down putting the magic jammer on him and webbing him up before running over Marey! He ripped off the bleeding sleeve and quickly webbed up the wound to work as a bandage, "we need to get you back!"

Fili-second moved her arm, "relax everything on me is fast even my healing!" Peter countered with " and what about the infection form all the crap gas leaking into this room?"

in a moment the mare ran at high speed to go check into a hospital.

but at that moment Truhoof smirked as he had the symbiote jar and smashed it! Soon it covered him as he laughed became a new version of Venom.

this version had the symbiote's king's red dragon mark and one red spiral for an eye as he roared with red teeth his tail looking scorpion like, " Peter it remembers you as peter Only one pony with that name around Prancer!" he laughed charging forward only for Peter to shoot fireballs form the gauntlets making him jump back!

Venom crawled away vanishing into the shadows "doesn't matter I know were to hurt you in your new month old foal!"

peter screamed as he ran hitting his wrist communicator ,"Venom is back he is going after charlotte!"

in the tower Martha quickly picked up the foal who was before playing with blocks making her cry as she backed away hissing, "curt honey! Symbiote!"

Billy was soon knocked in to a wall, as he said," he's here!"

Venom came in smirking, "time to make prancer pay!" he hissed roaring charging forward only for curt to come in screaming, "COVER THE CHILDS EARS!" he said pulling a trigger on a gun.

in a moment a sonic blast hit the building shattering the windows and making the foal cry loudly in pain as it was hurting her ears and there was a monster in front of her! She was scared and now really need a diaper changing!

Venom held his head jumping out as curt let go of the trigger " I did not want to do that!" he said it didn't seem to effect any of the lizard's ears.

on side of the building mare-velous swung down using her rope to kick the monster," I WILL END YOU!" she growled her maternal instincts screaming in rage!"

Venom was knocked back but he fired a web line to pull himself to the side of a building as he covered his body in spikes " not happening again! We will have revenge for ruining us!" he said roaring as he licked his eye with his symbiote tongue a reptile habit.

a moment later Radiance landed summoning constructs of speakers to bump loud sounds at all angles.

spidermane arrived and while web swinging fired off his wrist mounted flame throwers at the symbiote it was on fire and loud sound.

the slime left the host to be the one on fire! Truhoof screamed as he fell off the building on fire! Upon impact with the street he was death.

the fate of the symbiote was in question but right now they made more to focus on!

The next day in a doctor's office Marelen Jumper had told the doctors about venoms attack on her home! She was nervous the doctor had just finished the test on her daughter who was now sleeping in her arms.

the mare doctor came in, "yeah hate to say it but your foal isn't respawned to sounds she's deaf!"

marelen start crying, her daughter would never hear her or her father say I love you… all because of Venom! She growled holding her child as she left.

to be continued.

Deadpool then popped up, "and also before anyone says anything Peter's youngest losing there earing form a symbiote coming to attack the baby is something marvel did in the mc2 storyline 


	44. Chapter 44

All over the city aids for hearing ads were everywhere the newest Prancer industry invention!

charlotte was the poster child for it! in the video Marelen put it on her left ear and the deef little girl heard her dad clap behind her and she turned to him showing she heard it.

in the tower Marry Jane was holding the little girl her earing aids were big enough to be seen and had a little band linking them thanks to how big they were but they worked and she was just fine.

All though she kept waking up crying probably form Venom nightmares.

May walked in growling, "My little sister is suffering ptsd and she isn't out of diapers!" she then span around somehow quick changing into her spiderling outfit "dad and mommy mare-velous should have let me join in the hunt for Venom!"

Elsewhere in the city.

Mare-velous was avoiding metal claws. The hoof ninjas had two of ock's tentecles on there belts! "Come on were the hell is Venom!"

not to far away! High heel was she wasn't high heel anymore! She had changed her outfit she added a coat and had the four tentacles of Ock on her! She was now Lady Ock.

her four metal arms were in use! Two holding her up as the other two tried to crush spidermane on side of a building " We don't know we are after it! sense that night reports of it have been going crazy! Truhoof died before he could reveal who you are! So it's the most wanted thing in the city!"

In a moment she smiled as what looked like Venom came out and she jumped with her legs to it!

Only for spidermane to fire a webline to her back and zip to it landing a leg between the gears shutting them down making highheel fall over," first goblin not ock! Sorry heel but you are not becoming Venom! You have enough identity crisis!"

he then jumped off firing off a fireball at Venom! Making it roar as symbiote biomass covered ock tentecles came up as he said, "Great a ninja is wearing it!" he said as Venom also drew form it's body a katana and covered it in biomass making it grow to fit his hand as he roared jumping!

the biomass on the tentecles turning into Buzzsaws that easily slashed through Peter's spider legs leaving him with out them!

he flipped out of the way looking at it and said, "Well you disarmed me!" mare-velous chuckled to herself while throwing hoofarangs at the ninja's tentacle belts to jam them, "ok that one was funny!"

Peter looked to the legs slowly regrowing "but this suit regenerates won't be any time soon but they'll be back!" he said retracting them so they didn't get in the way. He fired off more flames form his gauntlets at the ninja Venom!

it roared removing the mass form the tentecles to use there metal as a make shift shield! That is when peter noticed said," NOW ZAP!"

in a moment lighting hit the metal arms shocking Venom making the symbiote leave the host now smaller!

the ninja fell over coughing, "I didn't even get to look into it's memory to know who's under the mask!" she said falling over almost dead.

Zap flow lower and said, "good thing I was passing! That thing is a nightmare!" Mare-velous and spidermane took off not even noticing her, because they where in mission mode!

the power pony sighed she understood, "… I need to be the next mare to have a prancer foal!"

While web swinging Peter said, "My spidersense is going off on this one! But the danger is all the codex it's going to leave behind! If the bad guys find that out they'll just harvest them and make a new one!"

Mare-velous was jumping form roof top to roof top, "it's like that pandora's box story you told me it's been opened now the monsters will never go back inside they will always crawl out!" she declared hating symbiotes sense first seeing them! she didn't even like working with agent anti-venom!

she then pulled out a pocket device that popped out a blade as long as the handle she pulled out another as she roared," YOU BASTARD THE PARASITE NOT THE PONY UNDER IT!" she declared slashing a now smaller version of Venom!

the symbiote summoned a spike on it's back that made her jump back.

the Venom on the roof was roaring as it jumped down the knives falling out as a hydra bootleg hulk buster now with over sized versions of shockers gauntlets connect by tube to a power back on it's arms held out it's hands firing off sonic blasts!

Making venom scream as it was forced off some random mare ganster as she fell over, " her eyes spinning!

more of the suits showed up using the sonics to herd the slime into a metal jar being held by a hydra agent who smirked.

In a moment Mare-velous throw her hoofarangs into the power packs form above shutting down the weapons as she landed and said," you hand over that slime!"

the agent turned to run as she screamed out, "GET HER LADIES!"

the bootleg hulk buster one charged only for the filizon to pull out a golden handle that grow a golden blade cutting it's arms off.

Spidermane landed using his claws quickly slash the back panels making the legs lock so they couldn't move. While flipping to avoid blows," just make then walking cages! We don't have the time!"

Mare-velous nodded as she jumped over one to run after the agent, "hold them off honey the slime is mine!" she said coming after the hydra agent," GET YOUR DOUBLE WIDE PLOT BACK HERE !"

the agent spread her pegasus wings to take off as she said," double wide you are one to talk!"

the power pony jumped up the a wall and off it to another rapidly to try and caught her," Lady Mine is all muscle and firm that's just a fat cake!" she said throwing her sword to hit her wing!

in a moment the agent of hydra fell over onto a roof dropping the metal jar making it open freeing the now smaller symbiote!

while running after it on the roof she took a moment to kick the other mare in the head and call out, "YOU THINK YOU CAN ATTACK A FOAL AND GET AWAY WITH IT SLIME BALL!" she declared pulled out another golden handle that turned into a spear. She span it and tried to stab the slime.

only for it to slime around it as she blinked," right physics!" she said mentally calling herself an idiot.

the slime then found a storm drain and slimed down it as she said, "Ok don't worry all storme drains let out at the ocean!" she said running off.

only to be joined by spidermane at it and they over looked the drain and spotted the spider's nest prison on it's island.

Peter put a hand on his face and said," Stupid parker luck!" he said grabbing mare-velous and swinging along.

soon enough when they got there Venom had a host escaping.

it was shining armor the symbiote had covered his armor once it freed his magic, his sword now blade twice as long and it's blades were spike covered all sharp like spear heads. Giving it the appearance of a black stone macuahuitl with two spikes on the top to be a tip.

it had the red dragon mark of Knull his armor gained a black guard helmet with goat horns on the side and the red spiral below his horn.

shining's face was still visible under it showing he was in charge of the symbiote not the other way around. "this symbioite tells me i only have one enemy but that matters not unlike Truhoof my quest is to defeat you spider!"

to be continued.


	45. Chapter 45

In the prison yard shining armor was standing as Peter fired off fireballs form his gauntlets.

shining armor spawned red energy shields to block them that vanished after impact! Mare-velous ran in pulling out another fillyzon pocket weapon this one turned into an axe, he turned blocking with his sword as a shield wall appeared moved forward and hit her in the head knocking her back.

Spidermane was first to speak up, " he is found out how to completely chancel out his weakness the symbiote is using his shields to defend while he focus on attacking!"

Shining Armor smirked his teeth red fangs as a red shield wall appeared blocking the next stream of fire peter fired form only his left gauntlet, "yes what's wrong modern weapon running low on Ammo Spidermane! The symbiote tells me you carry those things out of fear of running into it or one of it's kind! Most have been using it a lot today while chasing it!"

he turned swinging his biomass covered sword at Peter making him pop his stingers and block the swings like that!

mare-velous throw her hoofarangs a lot of them only for small little disk shields of red energy to appear around shining Venom as he continued to slash at Spidermane! " the symbiote tells me all about your fighting style you may augment it with new weapons but you use your agility to sneak in to strike!" he said as the symbiote spawned a disk shield to block a kick to the head.

Peter was forced to flip back on to the wall as the guard mares came out opening fire on there guns Shining Venoms shields appearing and vanishing to block it as he turned to them, "Wenches I am a princes and rightful ruler! Once I reclaim my throne form the corrupted form of my wife and force my daughter back on the bath of right! But to do that the spider most die!" he slashing his sword sending off magic enfused bits of symbiote bio mast making throwing stars.

that hit and explode there gun barrels as Spidermane said, "that's a new one! Most things wearing it just want to mimic me!"

Shining Venom scoffed at the statement as he jumped up Landing on a magic plate form and forming another to walk up stairs to fake flight as he made it over the walls like that, "why would I want to mimic my enemy to do that would mean to become you! I hate you nave!"

Peter blinked as he fired off a web line or at least tired to but disk shields formed stopping him from it, "the symbiote's multitasking skills are too great we aren't getting out of here till he is far away!"

mare-velous growled," WE CAN'T LET VENOM GET AWAY!"

Peter touched the side of his mask, "we aren't I didn't want to have it but we Fili-seocnd benched and most of the other's handling the hoof and hydra's territory fight! We only have four ponies for the job!"

Later on shining Venom slashed down the door to the castle he expect to to see his wife but instead he saw his sister and her six friends holding the elements of harmony and fired there shot!

his eyes turned red as he walked through in a mobile dome shield protecting him the mares gasped and tried to fire again but nothing happened, "oh look they need to rest! Never need to know that before now did we, now were is my wife Twily!" he said dropping it.

Twilight tried to put up a brave face with her friends as she said," you have lost that right!"

Rainbow dash was backing away pointing, "how about we don't piss him off! Do you see what he is wearing!" he said as the armor gained spiked shoulder pads.

Fluttershy let out an epp as he waved a hand spawning tendrils form his back that grow and head for them.

the mares jumped but were all hit Rarity letting out a scream, " OH THAT'S WRONG!"

Applejack let out a cry as she hit the stone wall," ah thinks ah peed!"

Pinkie pie was on the floor face first holding a hand up, "No shame in that!"

Shining Venom retracted the tentecles as he walked over, "fine I will hunt for her myself!"

but in a moment three blast form behind tried to hit him but he formed his shields and turned to see Dark devil, spiderling Golden strips and Xavin. "a bug Two foals and a striped nag! Is this how low the modern champions have come!"

Golden strikes cracked her neck as she said," Oh you are so going down Venom!" she said firing off a sword blast making the shield form!

While May web swung around to the left to try and land a kick but another shield formed!

Xavin covered in left arm in stone and fire while swinging and stretching it in to a flail! A third shield formed at his back to block it!

While Dark Devil charged in form the right the knight forming a fourth shield! Only for him to smile as he turned into flames and moved around it as fire and on fire grabbed the armor!

Shining screamed as he tried to bash the colt with his armor and sword he was screaming! The symbiote was on fire! All his shields keeping the others away were draining! All his will was keeping the symbiote on to burn on him while he tried to shake the foal off!

he screaming! On fire! Feeling his and the slime's pain! He had fallen for a simple trick! The colt's power to become fire and move through the cracks! The reflex to summon small shields to block strikes instead of wasting power on a massive dome had backfired on him!

they used his new instincts against him!

golden hooves swung her sword around in a circle rapidly making a sonic boom! As Xavin retracted her limb and crossed her arms to make a dome around Shinings head to rob him of air! They were trying to make him lose his focus and allow the symbiote to leave him!

the slime wanted to leave it was on fire but the former prince was holding it in place! Before long Shining blacked out the slime leaving his armor returning it to normal as dark devil let go.

May quickly fired impact webbing netting the slime, "We did it we cough Venom!" she said holding out two fingers for v for victory!

Cadance then ran in Shining opening an eye to look at her before he passed out! Xavin crabbing him, "I'll fly him back to Jail!" she said taking off.

Golden hooves took the bag, "my suit gives me air so I am the only one who can get rid of this! I guess you foals can go play with flurry heart or something while mommies get to work!"

she said flying out a window up high!

before long she was above equis! She looked at the planet Seven lan masses spread out in a pattern similar to the elements of harmony and one big ocean. Her power to reach space made her useful all the new prancer industry satellites allowing the internet to go global instead of just on there land mass because she carried them.

she then let go of the bag letting it drift away into the black void, "be gone Venom! We know you'll be back some day or codex will make a copy of you but for now begone!"

she happily called as it drifted away. She had heard stories of the symbiotes! How quickly peter lead them to victory over them made her think they were a joke! But it was only because the host wasn't a fighter!

Shining showed her just how dangerous Venom was! She would remember it next time they meet! She though flying back down!

She landed just in time to see hydra and the hoof retreating they where done! All that was left form that auction was the remains of Ben in the necro nag's hands!

to be continued.


	46. Chapter 46

The next day in the City it was swarming with giant spiders!

Mask matter horn fired a freeze beam at one that froze it solid and it shattered. " ok I get one giant spider Tarantula's corpse is one but how did she get a bloody army!?"

in the tower Marey who had her arm I na sling dressed in just white shrit and blue shorts hit a button, "me and peter saw her summoned henchmen braking it apart for transport, she probably used ever last piece to summon one! Hence army of monster bootleg!"

back in the battle! Zapp was shocking the bugs with lighting as she said, "how bucked!"

Xavin was in the air flying rapidly screaming she was a bug giant spider swarm her being scared shitless was understandable " THEY ARE GOING TO METL MY INSIDES AND DRINK IT!"

Saddle rager was smashing one's head as she said," HATE THIS FAKES!"

Radiance was behind a dome as one hissed at her,"…. Nope! Don't like!"

Mare-velous was throwing a hoofarangs and smiled when it hit one in two of it's eight eyes," DOUBLE HIT!"

Golden strikes slashed one in half down the middle with an energized slashed dash with her blade as she said, "Ok ponies not to be that nag! But necronag can just resummon them form the parts! When we are done!"

White dove under one slashing it's underbelly to kill it as she said, " that's kind of the plan! When she resummons them we can note were they came form to find her hideout! In Fact She-devil and Spidermane are on it now!"

Darkdevil was roaring as he burned one to death, "I am working out so many issues right now!"

spiderling was riding on one's back using webs to street it into a wall over and over as she said," Go splat already!"

flurry heart was hovering firing off magic blast that killed them in one hit.

Only for In the tower Marey who was forced to act as mission control because of her arm said " they are coming out of the east street subway tunnel you know the one they deemed couldn't be fixed after no maresland! Gee that was a long time ago! But doesn't feel like it!"

Elsewhere She-devil was flying sword in hand as peter web swung in his stealth suit, "My other suit needs repair times thanks to the venom chase, so shall we red!"

the pegasus flow down into the tunnel as she said," he shall tiger!"

he then dropped and headed in as he turned on the lights in his lens and ducked to fire off a flame thrower blast at a filizon copy, "I mean honestly Ladies! You were nags but you should rest! Well with so much of your weapons and armor around makes sense you would be her go to!"

Marey jane was smiling happily blocking strikes for ten filizon's at once as she smiled," you go head of me I am having to much fun!" she said slashing one of the cloned women in half at the waste before flying up to avoid an axe strike, "time to prove why my past life was called the she devil with a sword!"

Peter jumped to the roof and crawled along to come to the room filled with parts of Ben's exo skeleton as he used his wrist flame throwers to start burning them away, "sorry necro but not happening!"

he saw a door open as he walked along, "she ran well she has no powers other then her army!" his spider sense then made him duck.

he then turned to see Antras or at least her clone! She banged her shield with her sword as she slashed at him again!

he avoid every last strike jumping into an unlight area to hide in his stealth suit as he crawled around as he said, "oh what an ungly face to see!" he said making the Filizon turn to slash but nothing was there as a web line grabbed her sword and pulled it away.

Spidermane held it as he walked out, "this place echos not something you would have to worry about, back home!" he said snapping the blade in his hands and throwing the parts away.

She charged going in for a shield bash but peter flipped and landed a two hooved kick to her neck, it snapped making the clone vanish as it died. " so weird they stay around for a minute before vanishing!"

he said walking back to MJ to see she had won her fight against the filizons! Peter then said," rolling my eyes under my mask! Really form the lady who didn't want the super heroes you sure took to power ponying up fast!"

Meanwhile in hell!

the ghost rider the former humdrum roared as he sensed Kindred, "you are not part of this world! Leave my Tartarus!"

Kindered laughed as he summoned his centipedes and that swarmed the ghost rider as he whipped his chains they killed them with two hits, but the bugs kept coming.

the human demon, "I know I am not of this world but I have business here!" he said holding out his and Peter's contract, "I am allowed legally to provide something to challenge him every so often!"

the rider looked to it and said," fine just make it quick!"

the demon came to the cell holding ghostly images as he held his hand up, "oh echo's of past sins! I'll gather up the ones of mane-iac!" he said holding the orb and vanishing to the land of the cold ice and snow. "I'll find one of those yak ladies to take it and make a new one!"

he said happily as he said," but that will take while do this because I love you Pete! And you only beat three challenges this comes in seven! You beat the demonic goblin and my dad! Now you need to beat this! You beat grootslang who I time traveled to make! So this will be number four!"

months later in Canterlot city.

Deadpool was in her normal outfit holding a little filly in a Deadpool themed one piece footie pajamas sucking on a red passafirer. She had pink fur and brown mane and tail with yellow eyes," hi everyone Meet my baby Cherry rich!" she said making the baby wave to the fourth wall.

She then smiled," it's been an ten month time skip two years sense Peter showed up in this world , and we are going to the third of the seven land masses the Yak country soon! But first I just want to show you my little baby! This came out of me!" she said holding her up proudly.

the foal just made cute little baby sound sad Deadpool nuzzled her, "and just in time I don't think Filthy could have handled another month of my mood swings!

Elsewhere Filthy was adjusting the cast on his left arm, " just a month till this comes off I wonder if I'll meet marey Again! Not that I am interested she is in a herd already! Just nice to have a friend on the police force with who I am married to!"

Wanda came in holding the foal, "Again if you want a herd I am cool! I just want to make sure they met my standards!" She popped out and said," Now baby needs a new diaper!"

to be continued.


	47. new mane-iac is yak

Aurora was packing up winter cloths happily as Marey walked in still arm In cast," so your heading with Peter to the Yak kingdom!?"

the power pony smiled as she pulled out a new costume that had legs with fake fur trim on the neck knees, wrist and back, "with new artic costume for Zap!"

Meanwhile Peter was packing up a new all white and grey spidermane costume with fake fur around the neck wrist and knees. "and new artic stealth suit hope I don't need it for this deal but who knows!"

he said as charlotte walked in the one year old half way falling over to hug her dad's leg, "dada!" Peter in a moment picked her up and kissed her head adjusting her hearing adds, "no don't do no wall crawling while I am away!"

he said walking off as she yawned she was dressed in little white shirt and overalls with a spider symbol on it.

she was soon a sleep and he put her in her crib smiling before heading of to finish packing. He wasn't an idiot far form it! after all he knew Zapp wanted a baby and was going to use this business trip for it!

he hoped nothing happened but he knew his parker luck would make that impossible! Mostly as he found his and kindred constract again with stated event four out of Seven was around coming.

Later on in the Yak's mountain country Peter was web swinging the buildings were small but around them was massive ever greens and massive mountains there wasn't any flat land it was a nature web swinging paradise!

his new artic suit was blinding in well for the most part Zapp flying beside her the yaks contacted Peter prancer as the prince said it, "yaks want metal working plant!" the yaks didn't seem to want or dream about much!

he looked down the yaks were two feet shorter then the average pony but had more muscle mass. And let's just saw the shorter stronger females while smaller carried that mass well making them strong and attractive. Or as the yak queen said," all yaks are stacked!"

he shock his head off it as he heard screaming and he web swung off. The Yak's didn't see anything odd as they knew Peter Prancer didn't seem to go anyway with out a power pony of two with him.

Down below was a female Yak hands on her hips her fur purple her mane Green and tendril like, she was dressed in a purple shirt, purple pants, Black fur boots, black belt! Black fur gloves and a thick black fur coat she smirked as she used her mane to grab and throw things while stealing metals, "Metals worth most in this country! New mane-iac take!"

Zapp was quick to call down lighting to strike her but she used her mane to jump out of way, "mane-iac warned about spidermane and Zap coming to stop mane-aic when she accept sin of old mane-iac!"

Zapp looked confused nad blinked! Spidermane web swung holding out his wrist to fire off a fireball making the Yak jump again. "Sin are bad deeds one has done! Take enough form someone else you can take there powers and how to use it!"

the new mane-iac used her hair to car wheel out of the fire balls way as she said, "yes new mane-iac have cheat sheet and Yak strength!" she said using her mane to lift up what looked like a shed load with metal and stone tools with was a lot more then the old one could lift and she throw it!

the door falling open making Zapp fly up higher to avoid the shed and the tools raining out.

While peter flipped cart wheeled and jumped out of the way thanks to spidersense," true you are stronger then her! But unlike the old one you don't have a tail tendrils to make it up! So you can grab less!" he said firing off more fireballs, "I just had to load in the small fire balls ones to bot set myself on fire!"

Zapp blinked as she said, "ok normally I would make it rain but it's to cold for that it won't make her mane wet!" she said holding her chin as she blinked before hodling out her hands the necklace glowing as she span them around.

summoning a wind vortex that span around picking up snow and the tools firing them off the yaks had left so it was unlikely to hit something!

the new mane-iac made a hair ball around her but stone blade came and cut off one of her ten hair tendrils giving her bold spot as she blinked, "better mane, then mane-iac!" she said using her other nine to throw more heavy objects around her in the old school village at the two power ponies.

Spidermane fired a web line to get on side of a building as he looked at it to say "yak barber shop! Does everything have to have yak in it's name here?" he said crawling down and flipping in.

once in side he saw a yak in an old time barber outfit saying, "what can Yak barber do for spider pony!"

he point to the evil yak using her mane for evil, "I need the biggest pair of trimmers you got right quick to handle that!"

the male yak hand him big garden trimmers, "this for heavy duty Yak aftros in yak spring time! This don't do it nothing will!"

Peter took them and jumped out the window and leaped cutting one of the tendrils as they tried to hit him and he smiled, "two down!"

the yak mane-iac then tried to crush him with her mane tendrils only for Peter to keep jumping and cutting them, "I am a super hero so no Yak try jumping running and doing flips with any form of trimmer at home! I am a trained upper hero profession who can heal form a neck cut!"

before Long Zapp smiled as she called down lighting this time with the trimmers in one the lighting hit it and traveled along them and the hair shocking mane-iac but not peter as he said, "best part of a mask! I can put rubber in all my costume so I don't get shocked!"

Mane-iac was being shocked and twitched as she said," they no teach that in yak school!" she said passing out form the shcok with the whole left side of her mane cut off.

Zapp smiled as she said," And so ends the new mane-aic!" Only for the yak lady to vanish and appear in maretropilis.

the yak woke up getting up as kindred's voice, "you lost but welcome to the city!" the yak removed her coat and smiled, "Mane-iac will take city by storm!" she said using her mane to walk like a spider over rooves in the night.

A few days later Peter and Aurora were returning the mare holding her growing stomach happily, "and third foal of herd Prancer in the making!"

elsewhere.

Wanda was on the new much smaller personal computers sending a text that says, "I don't care if you are sorry stop messaging me!"

Flithy then walked in holding cherry "what's wrong?"

Wanda sighed, "My Ex Shiklah she cheated on me and now wants me back! She never even really loved me! she is like a changelings turbo charged cousin feeding on life force and with me being impossible to kill Well you get that's what she was after endless feeding, but I got to good for her to be seen with so she left for a vampire!"

Flihty blinked," are those things lifeless?"

she nodded and his wife said," and we have a winner of why that was doomed! She won't stop messaging me on hoofpage! I keep blocking her but she makes a new account! I won't be surprised if she is hiding in the house waiting for me!"

the stallion raised and eye brow as Wanda quickly changed into Deadpool with a spin and said, "…. I should not have said that part!." She then muttered about, "yeah now me kaine and Teresa get chapters and this is going to be mine!" she said sword out walking around.

She jumped when she came into the living room to see a giant teady bear," Oh please like I am falling for that!" she then stabbed the bear only to scream as Shiklah! Now in a changeling form but with goat horns and bat wings. Her normal outfit still on her grabbing Wanda, "oh how I missed you endless meal!"

smoke filled as Deadpool screamed," HIT MY EMERGENCY CONTACTS FILTHY!" in a flash she was gone kidnapped.

in a moment cherry cried and Filthy looked to his arm in a sling, "Ok calm down let's go check mommy's emergency contacts"

to be continued.


	48. deadpool chapter

Wanda was waking up to see she was tied to a table dressed in a copy of Shiklah's outfit but red instead of black and she blinked, "yeah…. Meanwhile please I don't' feel safe!" shiklah walked in smirking holding a black bullwhip!

Meanwhile at the rich manor filthy was on the phone going down the list emergency contacts , "Come on Scarlet spider My wife is in danger… What do you mean you don't give a shit you are a super hero!... Oh come on what did My wife do to make you say that… oh tried to go clone when she couldn't get a date with your brother… Ok that's understandable but a life is on the line!... he hung up on me! rude super hero! I never!"

Tiara and Elly where making face to keep Cherry coma and Filthy looked to his broken arm, "what can I do! Come on think!" he then saw a note that said," if everyone says now play the tape marked super emergency!"

he then went to grab the tape and load it into the tv computer thing prancer made and hit play.

A black and white image of his wife appeared and said, "hi if you are seeing this shit is fucked! Don't worry you can find me! you know those prancer track your dog things well I had one put in the back of my neck in case of this! The tracker is hidden in my weapon closet. The key is our wedding rings! Love you hope you save me!"

it then ended and Filthy ran to the closet and put his ring on the lock it opened and there was the tracker a black box with six arrows on it he picked it up and hit the on button making one arrow Blink, "Ok so follow the Arrows to my wife!"

Elly quickly turned around, "wow wow there step daddy! You are not mom!"

Tiara turned holding cherry who was giving him the same stink eye as her sisters, "yeah Dad you don't heal form anything in the space of ten minutes at most! Your arm is broken! Your not a fighter! I mean My fencing lessens form mom makes me a better fighter then you and I am twelve!"

Filthy sighed as he said, "I know kids but I have to no one else will come do it! Kids watch after cherry!" he said pocketing a gun!

he then head out and the daughters jaws all dropped.

elly sighed, "….. well who's set up watch us if dad dies?" She said turning to her sister.

Tiara sighed, "you and Cherry will go to grandpa…. I'll end up going to my spoiled!... I scared myself so much I peed!"

Later on Filthy was walking following the tracker when he heard gun fire and jumped back. He spotted to mares shooting at what looked like monsters.

one mare had tan fur, blonde mane tail and blue eyes she was an earth pony She was dressed in a brown bikini top brown vest, brown short shorts, brow cowgirl boots hat and gloves. With gun hosters and holding a rifle, "We need to find shiklah quick! Or my name isn't Inex temple the outlaw!"

the other mare had cream fur orange mane and tailed red eyed earth pony. Dressed in orange bikini top black coat, orange pants black heel boots holding two rifles, "yeah I am Elsa bloodstone a monster hunter!"

Filthy smiled and said, "Wait I can help you find her Shiklah has my wife and this thing tracks her Please help!" they looked to him and Bloodstone said," well that was handy!"

before long they came to the warehouse and outlaw kicked the door open and there was wanda shaking as she cried, "hi Filthy, Elsa, and Inez…. I need a cry and a bath please cut me down!"

in a moment the three had to jumped to avoid hell fire being fired form the succubus queen.

shiklah was holding fire on her hands, "Despite the new gender Deadpool is still an endless meal!" the two mares looked to her as the succubus throw fireballs at the girls.

Filthy sighed he had been underestimate all the time for being a stallion but…. While he should be happy the evil demon wasn't trying to roast him alive with hell fire… he wasn't! he then heard growling and saw Wanda shooting a "FUCKING UNTIE ME NOW!" look while mouthing , "think or your on the couch for a weekend!"

Filthy then shock his head and ran off and he pulled out the gun he pocketed and looked to see all the ropes were one rope tied through the table thanks to holes drilled in it! So he shot part of it.

And Deadpool jumped up free adjusting her top she said," … I am going to burn this!" she said taking the Gun and Shooting the succubus in the Ass!

the demoness jumped and screamed, "OUCH!" at that moment the other two armed mares opened fire on her!

Shiklah coverd herself as she growled and summoned a whip of fire to knock back the two other mares, "HOW DEAR YOU SET FREE MY MEAL!"

Filthy then said," She is my wife not a meal!" he said growling. Wanda petted his head, "so cute and brave!"

In a moment Wanda fired on the Demoness rapidly and smiled when she held her stomach in pain.

the demoness saw bullets in the shape of a cross and hissed as she teleported away screaming, "I'll return for you Deadpool!"

Later on at the rich manor filthy was leaving his room he was in just his pants and he looked back to see Wanda, Inez and Elsa sleeping in his bed sheet covering them there outfits on the ground as Filthy said," I have a herd now! And they are all super powered women who like guns!... I think I have a type and I am scared!" he sighed as he walked off holding a bad with the shiklah outfit," I have to go burn this now!"

Meanwhile in the room Wanda got up holding the sheet to her body as she blow kissed and said, "well that's my chapter next up Teresa and Kaine's chapters before the next big arc still time to vote on the poll for favorite early arc, looking like the crystal emperor one is the most hated though!"

she then snapped her fingers to call a small time jump so she was dressed in her house coat smalling as she said," now we had fun here kids but Don't grab a gun and go hunting for demons! You will not find two kick ass monster thunder babes who are both tens to help you! as you are not a character in a harem fanfiction!" She said pointing. " also don't fuck with demons! Had to learn that the hard way!"

She then rubbed her backside, "Now if you mind I need to go get a brand removed! Crazy bitch! She heated the shit with hellfire that burns the fucking soul and flesh dam it!"

she said going to get dressed to go to the doctor for that, "Tiara Elly Cherry Mommy wanda is off to go get a brand removed! Be good little fillies for your dad and new mommies Inez and Elsa bloodstone!"

she then walked out rubbing her backside, " Again ouch!"

elsewhere.

in new jockey Teresa as spidermare was swinging around the city happily saying, "yeah beenkind of boring and wait what!" she said landing on the side of the wall to see the new mane-aic, "Finally this will be fun!"

to be continued.


	49. Chapter 49

Teresa was flipping fomr building to building avoiding thrown cares by the new mane-iac, "a super villain just what I need to brake off the I just got dumbed rage! Don't don't' vampire ponies!"

Mane-aic throw cars watching Teresa jump as she said, "If mane-aic had that plot she won't let it go!"

the spidermare froze and drew her fun firing off a gas bullet that eplosded in to a smoke screen

In a moment Teresa said, "yeah not going to unhear that any time soon!" she said as Mane-iac went to smash to her left knocking away the smoke revealing she crushed empty street.

As the super hero was behind her firing a teaser dart form her gun as she held up a v for victory as the villainess screamed and twitched. "throwing your voice perfect for stealth and mocking! And tricking idiots! My big brother should take the glasses!"

the evil mare fainted with hearts in her eyes and the spider lady jumped back and said," We got a freak on our hands ponies!"

Later on Teresa was in her apartment sighing, "being a super hero can kill the dating life, Wait I am the only super hero having that trouble! Fuck it!" she said stomping as she growled only to hear something at her window.

She grabbed a gun her spider sense wasn't triggering but no danger to her doesn't mean who ever was there was good.

She then turned What looked like a a shadow just a shadow moving!"

before long it was gone and she she suited up and web swung after the shadow!

she came ot it the shadow was moving around tapping at the windows of mares. The mares always jumped and there was more of them!

to say it was strange was an understatement this was bat shit crazy! It was Like they where looking for a reaction!

that is when she came to it Blacklight on a tower she web swung down, "Ok buddy what's with the creepy peeping?" she asked just shivering.

the stallion turned and growled, "Looking for you! figured you would fire a web line or something revealing who you where to attack you at home! But no you played chicken and tricked me!" he said making a fist. Like he wasn't even thinking of it failing.

the Man summoned construct of two black energy blades and flow at her. The spidermare flipping over them only to have the liens cut by the blades bending and changing shape making her land on the ground as she said," Ok someone has gotten better!"

she then went to grab a gun only for a dark light whip to knock her holster belt off Making her jump back as she said, "yeah! Some pony has been working on that move! I am picturing a Dummy with a belt on and everything!"

she said firing a webline to try and pull the gun to her only for him to fly up and cut the line as he made his weapons axes, "See that's where you are weaker then your brothers you rely on guns to much!"

Teresa was jumping flipping and avoiding constructs thanks to her spider sense and she nodded and said," yeah that is a weakness but I was a late bloomer power wise and had to use weapons to stand and fight! I didn't want to be a tne ton weight on my brothers backs!" she said while up side down and landing on her feet on a small roof top water tower.

Black light smirked as he looked at her and said," What's this pony let along a woman admitting a fault! There may be hope for this world yet!" he said almost happy at it! as he turned his constructs in to what looked like his shadow army, "I can't arm them but numbers should do!"

Teresa was jumping to avoid them, as she flipped and landed by a broom, she broke the tip off and held the handle like a staff and swung it braking the shadow as she turned to hit another one. The Shadows seemed to brake," one hit kills! Not much or and amry!"

she said jumping over head and landing staff one one's head. As it vanished she fell but she gave herself a spin so she hit five while landing on her knees.

She flipped up landing on one's head and jumped off hitting it in the head. She then turned and hit another one in the head.

she happily span it around in a circle to her left knocking out and braking five, "Ok Ten left!" She said happily.

She charged forward giving a downward swing to brake one and moving it to the right as she pulled it up to hit another. Eight shadows remained.

She then gave a backwards kick destroying another and flipped to standing on one hand to do a split kick that destroyed two more.

Five more! While hopping back to her feet she span hitting the last five in a circle with the make shift staff.

She looked around no more and Black light got away, "got dam it!" She said, turning to see her gun belt was taken she sighed she removed the serial numbers form them he won't find anything linking her to them.

she then web swung and had to face a choice, "ok he could be still spying on me hoping a go home! And as watching isn't harmful my sense won't go off! Well time to test!"

she soon swung to her apartment building normally when being followed the sense would go off as the person would want to do harm to the building to make sure they go ther.

Nothing happen he gave up and she head for her own window to desuit and plan on improving her new spider power skills not relying on guns so much!

Elsewhere in canterlot.

A young colt named button Mash dressed in a yellow shirt Brown pants white shoes and a green backpack was hopping along a trail to a cave and he spotted the red sheet of glass in side as he said," Hi Mr Red ronnin how are you doing?"

the glass said, "still have no body but some how still online, my only complained is my lack of form I was made to be a guard against evil gaints. A metal samurai to protect all. I can not do that as a buried head button mash!"

button looked down, "I asked around no one believes me! only person I think would would be spidey!"

the ronnin triggered a memory, "Spidey…. Name recognized spider powered super hero. I know him! Red and blue costume!"

The Colt smiled," that's perfect I know he hands around Prancer industry Maybe I can tell Mr Prancer that Spidey's friend the red Ronnin says hi form button mash when my school goes there in three weeks!"

Red ronnin then said," yes we most hope! Button mash Otouto!"

Meanwhile in prancer tower.

Aurora was smiling as she changed her new born sleeping colt's diaper she smiled he was a little earth pony that looked very much like his father but he had her mane and tail, "the fact you don't have wings will make your grandparents so Mad, Mommy is so happy little Richard!"

to be continued.

Deadpool popped up, "We have kaine chapters next and a few chapters till we get back to red Ronin! Don't worry! And look him up in the mean time he is worth it!"


	50. Chapter 50

In the ruins outside the Griffon kingdom.

Daring Do was walking with Zecora and a suited up Kaine, "you know it's strange?"

Kaine then asked," My sister joining the rich herd with Deadpool?"

the pegasus blinked and looked to him, "No, Well I mean yest, but I was thinking the fact the griffons never were able to build cities grander then this!" she said pointing at the castle way larger then any modern day buildings around here.

Zecora held her spear and said," so this was their peak , what's the big beak?" she said smiling at the pun.

the explorer adjusted her backpack and rolled her eyes, "first oh so funny I forgot to laugh Second!" she kicked off some Vines and revealed a simple of a spider! " they said they didn't want to anger the spider! I don't think the Prancer are the first Spider totems on Equis!"

Kaine then dust off another part of the symbol stone to show it was broken, "yeah I don't think it's a spider!" he said picking up and placing in a stone that gave the spider a tail!

Zecora blinked as she asked, "Scorpion but all they speak of is the spider the spider!"

Kaine then adjusted his head as he dust off more of a wall to show what looked like a pony with the lower body of a spider!

Daring do smiled as she said," And that is what we are here to figure out! people A massive totem battle happened here! So to the temple!"

she said flying up As Kaine fired a web line and grabbed Zecora to carry her up faster where they came to what looked like the cracked open shell of a massive scorpion.

Kaine touched it and said," yeah that's proof of the scorpion but what about the spider?"

Zecora then point to the wall glowing with a spider system as Kaine's mask glow the same as did the eyes of the mares and Kaine said," the past it is showing us it!"

in the past the tribal Griffons were about to sacrifice one of their on to a scorpion god by way of using stone axes to cut off the head! When down the walls of the temple came the arachnoid.

Looked like an earth pony similar to Peter and kaine form the waste up! But with eight eyes and the lower body of a black armor plated spider! Kaine saw him and went, "Father!"

the arachnoid spoke up, "No ending of life is an offering! You will be punished for this if you continue! Or my name isn't Richard parker!"

the head priestess dressed in some Aztec outfit cut the head off making the spider look away. " if we where to be punished it would have happened long before you arrived demon now be gone!"

the spider crawled away jumping off into the high trees where he crawled along saying, "I am Richard parker! After my cover was blown hydra did something to me I arrived here Like this a savage spidermane! With this griffons killing one another! For some scoprion god!"

he crawled down a tree to a webbed up tunnel system he dug and crawled in to, "I was a trap door spider and I would hide here All the time! I tried to teach them but they won't learn!"

I had no idea where my wife was or how my son was doing, at least I knew my daughter was safe! That is when I heard it trees being knocked over and crawled out to look it looked like a building sized scorpion crawling towards the Griffon city.

I though of letting them deal with it themselves but then the sound of stone falling over changed my mind! As I crawled off.

In the griffon city the scorpion that looked like there god was destroying there city the priestess shivered the spider was right there god did hate them for it sacrificing lives and now he had enough and was being punished!

it was about to smash her underclaw but the spider jumped out grabbing her! It was at this point the sun was rising allowing the priest to be seen she looked just like Gilda.

The spider put here down, "I bet you regret the ritual clipping of your holly members wings now don't you!"

he then jumped in to it and in a moment the other arachnid roared and went to tail stab but Richard jumped back as he said," I would normally allow you to give them what they want! But there are hatchlings here that haven't done anything wrong! Can't have that!"

the bigger beast roared charging and smashing and going in for stabs but Rcihard was avoiding them he was quicker thanks to being smaller and he was climbing up a temple making it use the steps, " Come on!"

he then headed inside of it smiling as he used his legs to quickly dig a pit into the stone! He hid in it and lift up some of the rocks and spat webbing form his mouth to hold them out, "That should work Come on beasty!"

he said looking form a spy hole!

before long the scorpion was in the temple and in a moment he jumped out of his trap door and smashed right into where the legs claws and tail hooked into his underside.

Richard cracked it and crawled inside of it using his sharp spider legs to slash up the soft insides as he crawled around In side the shell with was hard. It was so tight , he honestly believed he would need to eat his way out to find the exit again!

so he too ka bit the scorpion was screaming in pain as the head priestess walked in to see Richard crawling out it's underside the beast dead as he said," it's done! I only did it as with great power comes great responsibility" he then jumped out the side back into his jungle home.

form that dayforward the Griffons would change.

the birds were packing up to leave changing the sighs of there temple speaking of the spider and leaving there weapons in the middle of down in a spiders symbol.

the head priestess then spoke," for years we worshiped the scorpion god but he was a demon, just using us for power by feeding it sin! The spider god tried to warn us but we did not hear his words!"

She then removed her headdress. "We will learn form this and remember what he tried to teach us and be protectors of others! Maybe then our sins will be repented and the spider will come back!"

As at this point the spider had not been seen!

the vision ended.

the three explores then walked off to a cave now free of webs and spotted the lower body of a spider exoskeleton with the bones of a pony torso with multiple eyes in the skull.

Daring Do blinked," … he most have lived just as long as a spider! And died shortly after his battle! … well this explains why the view the spiders as the second coming of there savior!"

Kaine nodded as he said," and now I know what I most do!"

in the griffon town as festival was going on dedicated to the spider with suited actors recreating a fight between the arachnoid and large beast. The scorpion one massive puppet with griffons under it.

it was then ever one stopped and looked up to there church tower there was kaine crawling down it! he and lead there history only fought in wars when they need to and came to those who's asked aid they where the most peaceful race here. He then said," you did good!" before firing a web line to swing off.

the girffons bowed and did a cross on themselves for they saw it! the spider had returned to them to told them they did what they should have.

Meanwhile.

elly was waving at it and said," Ok then join us next chapter for our next arc and also poll is now closed return of the crystal emperor was dead last the others were in a tie. I would have though the filizon attack slash no mares lands arc would have lost but oh well! See you next time same spider fanfic when ever the writer can get to us! You know real life and all!"

To be continued.


	51. Chapter 51

Inside of a domed Jungle spidermane was swinging away form a strange mare.

She called herself the space spirit claiming to be an animal and one of the ancestors to Equis by her ponies sending criminals to this world in ancient times. That didn't explain the other races.

he was now on the tome. She was ghostly white furred maned tailed, with black eyes in a white body suit! White jetpack belt, white bands around her biceps wrists and knees with built in heels.

she pointed her white retro looking blasts at him, "if I shoot you the dome brakes and we both die in the void! You beat me! YES FINALLY I HAVE FOUND A HUBSAND!"

Peter's lens mimicked a wide eye as he said, "No you haven't lady! Even if you're story is true! I highly doubt we are compatible genetically at all at this point! After all you made it clear you need a energy wave length to stay healthy I don't! that genetic difference alone would mean you would need a test tube foal with defeats the point of looking for a husband that way! And above all us I am not attracted to you so I refuse and will happily kill us both if you don't send me home and leave me alone!" he said spider legs on the dome clawing at it to scratch it to show he was serious.

Space spirit looked down sadly rubbing her left arm, "…. Never thought of any of that!... I guess I am just a nag! And should have agreed to a date with the stallion who want to ask me out instead of looking for the mightiest Stallion in the universe! I'll send you back I am such an idiot! I'll give you some repair slime as a parting gift! It'll fix any machine!"

Weeks later.

In maretropilis students were coming in for a tour of prancer industries with Spruce acting as a tour guide!

Right away button Mash raised his hand and she pointed and he asked," Someone tell me to hand over spidermane a message for him! Are we going to see him?"

the foals mostly want to see the power ponies every last one had a backpack with one of there's images. Spruce sighed and said," what was the message?"

the colt then said, "Red ronnin says hi!" Peter walked up adjusting his tie as he asked, "that thing is still working!?"

Button smiled as he walked over, "spidermane told you about him? He is stuck in a cave In the forest in my backyard!" most of the teachers and students eyes widened as Button's wild stories were being confirmed.

Little did they know Something was up! On top of a building the necro nag was holding a scale. She happily said," thank you Maker! By my necro nag hands the Raise form your grave American Kaiju!" In a moment the scale glow bright unlike normal sense this was organic soft tissue it burned up in her hand.

She jumped back letting it go as she said saw the light head to the water around the city! It bubbled and the ground shock as a head came out! before long a massive drake came out roaring, "YUU ESSSS AAAAAAAAAAAAAAAAA!"

The American Kaiju roared loudly spinning it's tail to knock down a building as he stepped on cars making ponies run for there lives at the sight of a giant monster.

In Prancer Industry the ground shock as the beast was coming closer! Peter was quick to look at it as he said, "button we need Red ronin Spidermane gave me something to fix him!"

Outside Radiance was using her powers to make a dome it was massive but all she could do!

Fili-second ran into the lobby with the repair slime and grabbed button Mash, "colt lead the way!" She said happily running.

Elsewhere Button's mom was doing the dishes when she saw fili-second appear with button under her arm and she called out, "Don't worry! Your son just the only pony who knows were red ronnin is! Who we need to stop the giant monster! This is official power pony business! "

the Mother then fainted were she stood as Fili-second ran quickly through the woods to the cave.

She Putt button down as she called out, "Red ronnin?" the voice respawned, "yes who is there!"

Button mash then happily watched Fili-second pull out a jar of white slime, "She is here to fix you for Spidey!"

In a moment the power pony ran in and came to the lens and opened the slime pouring it on! She then ran out grabbing the colt getting to his backyard as she watched.

The ground shock, Button's mother came out eyes widened as it stood up form the forest.

it looked like a silver humanoid in full body red samurai armor massive katana at it's side built in shield to it's left. Skull like mask on it's helmet!

the new giant of metal said," I am the Red ronnin!" button's mom faint at the sight of her son's not so imaginary friend!

the giant turned to see the lizard and he walked off being careful where he stepped." I see I am need!" he said drawing his sword! Slowly.

Meanwhile in Prancer industry the barrier was shattered by the monster who roared only to scream in pain as a slash hit it's back!

the lizard turned to see the robot holding his Katana with one hand as he called out. "I am the Red Ronnin! You will not harm anyone else Monster!" he then got into a fighting stance.

on the Roof Zelenna took of her golden strips helmet and commented, "…. I guess we let them fight!"

the lizard roared as he charged only for the robotic samurai to raise his left Arm and move it forward to shield bash the head! As the lizard fell back the shield hand Grab the tail and with a spin throw the lizard back into the ocean!

the Samurai then got a running start and jumped over into the ocean too Katana pointed down! As he fell the Lizard dove under the water to avoid it!

the sword stabbed the shall part of the ocean before being pulled out and the robot marched under the water!

under the water the red ronnin was quickly charged at! It was quicker while swimming to the point it was able to bite on to and rip off it's shield arm below the elbow and all!

the Robot samurai held his Katana and looked around for it to see it coming like a torpedo and he turned!

above the ocean was stained Red as the Robot walked out missing one arm. It's sword sheaved in it's head the monsters head! With he dropped, the beast is no more!"

that is when he spotted Spidermane suited up and carrying Button Mash who was smiling and waving at him.

the samurai looked to his arm slowly repairing itself, "I have been upgrade to self repair! Spider you have changed and friend Button Mash!"

Spidermane happily said," yeah so have you! thank button Mash for saving the city! But Still I hear the dragon lands is filled with berserker giants of greed they could use you to help keep the none insane dragons safe!"

the red ronnin bowed arm on it's chest as his arm was still repairing be couldn't bow like normal, "I shall do that! Point the way and I shall go!"

In a moment button pulled out a camera!

the next day in his Room Button mash smiled at his picture him one the red ronnin's shoulder with Spidermane only the giant's head was in it! he went form being a nerd to the kid that helped the power ponies, to Say he was happy was an understatement!

to be continued.


	52. Chapter 52

In the City flying above the air was a pegasus pony with Zap's color pattern wearing a tribal vulture skull helmet that hit his face a bone necklace with a charm that looked like silver circle with a lighting bolt and a slash through it. he was dressed in what looked like primitive pants only flying through the city armed with a metal broadsword. "here is the traitor!

Saddle rager fly at the enemy charging in for a punch but the necklace glow making the power pony downsize to normal allowing the evily to give an air born round house kick to her head!

the mightiest power pony was knocked out! flying up next was Xavin with Marry jane as she looked to the she devil with a sword, "he can turn off none natural powers with that thing! My powers are natural but you are just a master swordsmare thanks to past life memories!"

Mj flow forward clashing swords with the guy, "what's this about vulture!" she called out declaring him just a new owner of the mantle!

the vulture flow back, "My daughter! She dared leave have her foal fathered by a mud walker and the foal dare not have wings! She most pay for this! I can not be related to a mud walker!" he declared slashing his sword against Mc jays he made his blade glow charging with with Black lighting!"

he then flow forward and cut through Mj's sword allowing him to knee her in the Gut making her eyes widen! One elbow strike to her head later she was knocked out!

Xavin was then forced to fly off rapidly to Prancer tower the bad guy wasn't after them he was just trying to knock them out so he could Find someone but who!

At the tower Aurora was holding Richard shaking," it's my dad! He has the anti-necklace that can shut off magic enhancements" everyone there jumped! Mare-velous was suiting up, "Well this is a problem mostly as me and matter horn are the only one that can fight the ass!"

She pointed to Marey, " your speed isn't natural! Zelenna your powers are form a magic suit! If it can stop Zapp's necklace form working your out! Same with Green!" she said looking to those team mates then to Ava, "Some for your necklace! Peter had to be chosen to be a spider totem! Face it Ladies My powers are natural I just can't use my rope! Matter horn is just skilled in attack magic!"

May hopped up and down While speaking "hello born a spider my powers are natural!" she declared happily offering herself up for side kick.

Mare-velous then said," Ok ladies let's suit up! The conners need there lizard form to live just like Riley needs his demon side! we can't let him get to this tower or four living things will drop dead!"

Later on in the city! The Vulture was flying around his blade slashing through metal as he rampaged looking for the tower not noticing it was right behind him. He was clearly a simple man form a tech free land.

Now it's not like the cops weren't trying to stop him they where only problem was All the tech in this city had magic in it to make up for not having parts earth had So his necklace could shut off things like cars and guns leaving the cops with just batons , riot gear and riot shields.

with he was able to cut through easily with his dark lighting charged blade. So it was more like he had a massive advantage on a city running on magic tech city.

At that moment how ever May web swung in and landed on his back and tried to grab the necklace only for the man to grab her and throw her!

while falling she fired a web and swung to the side of a building " Man he is quick!"

Masked matter horn then appeared on top of a building, "My multishot magic botls are natural magic!" she spoke as she charged a white magic ball on the tip of her horn before it burst into Seven magic bullets one of each color of the rainbow.

the vulture was flying rapidly to avoid them when a hoofarangs fly bow! Hitting the necklace hard enough to brake it and make it fall off!

The Filizon heroine ran out jump dove and grabbed it," GOT IT!" the bad guy was flying down roaring Only for Mare-velous to pull out a small knife! Within a moment the charm in her hand glow charging the knife with dark lighting letting it slash through the broad sword!

the vulture looked to his blade in shock, "A mud walker use one of the charms never! HOW DARE YOU!" In a moment a web blast hit his helmet's underside as May span! Webbing up his mouth! While he flow up to try and rip it off A lighting bolt hit the bad guy knocking him out.

Meanwhile miles away On the power pony roof! Zapp was suit up smiling as she looked into a telescope Peter had made! She turned to the suited up hero and she said, "you where right there was a range of effect on the anti-magic charm! And using a simple magicless machine let me Snipe him! Nice!" she said hugging him and kissing the side of her mask, "I picked the Right kind of stallion!

Peter put his hands on her hips and she smirked," put those someplace useful!" she sounded flirty about it.

Later on Peter was at the harbor he was holding chest! Inside of it was a smaller chest locked like crazy with a lead box inside of it to hold the anti-magic charm! The lead blocking it's powers allowing enchancements form magic and magic tech to work around it.

And the bigger boxes made sure the lead wouldn't poison the ocean! He knew it won't because while the chest was wood the smaller where metal and plastic in layers! It couldn't be broken in my most natural forces!

he throw it into the ocean to be carried away and sink! Wither under water volcanos would melt the charm and the boxes! It would fall and sink to never see light again! And if someone did find the chest with a total of one thousand locks get luck getting it out.

he web swung off saying, "and down goes my evil father in law vulture's best weapon! He is just a normal pegasus now! No magic powers! No anti-magic no dark lighting to charge his swords with!"

he sounded happy about it! if only all bad guys could be this easy to handle! He though firing a web line! If they where it would be so easy! But for now he had to focus the necro nag had made two big displays of her false resurrection powers! She need to be jailed again and quickly!

they would need to hunt her down before she got ahold of some other weapon to revive someone else!

Little did he knew below his feet in the underground the necronag was smiling holding a damaged twisted burned peace of cloth as she walked through the sewers.

She smiled," I can't believe I snuck in to the power pony museum and got the demogoblin's fabric! The first bad guy Spidermane faced! I'll summon him good coming up next! Once I find someone to back him up!" She sound sure of herself! She though it out! the most she challenged them was with a filizon army. But said army all fought the same! One powerful guy wasn't going to cut it! nore an army of the same guys either! she need a team of different villains to work for her!

She need an undead group to fight them all She had the demogoblin! She still had that filizon's shield! So that was two! She want more! She need more!

she would find it soon enough! She said smirking and added, "Just need to do some digging! This city was built on an old war ground! I can find some solider form the past to dig up!"

to be continued.


	53. Chapter 53

Underground in the sewers Necro nag was in a dug tunnel being dug by the Hobogoblin and Andras.

She was watching them when they hit something that looked like a handle of a sword! The necro nag smiled as she pulled it out of the rock with her a magic pull making it fly into her hand, "By my necro nag hand raise who ever owned this who was the strongest!"

In a moment what looked like a female earth pony with no mane a tied up tail so only the tip of the purple fur showed, her body had white fur! She was dressed in a red bandage top, and red pants held up by rope! She was holding what looked like a Katana. The left eye was scared and closed, right her golden eye looked at .

the necro nag pulled out a prancer industry computer and went on the wiki by searching, "Swordmare no mane white body fur! One eye Oh here you are! The mane killer a mare who struck down every last stallion who left the field to go into the battle field including her own son who dreamed of being a solider not a house husband! Shit your fucking evil lady! You are perfect! Wait it says here your son or some one who claimed to be survived with a massive scar across his chest and missing his left arm, is an ancestor of mayor blossom! That can work!"

the necro nag put the new model up in to a bag pack as she said, "I love this fucking things!" Andras hobogoblin Mane killer come here! It's time!"

Meanwhile above Spidermane was swinging around the hoof. There leady the former high heel had a new outfit. Red kimono mini skirt style top with metal band holding her four metal arms on. Black stockings and red heels She had embraced a new identity as Lady ock

with him was Ava who was happily using her claws to slash at the ninja's new two tentacle belts allowing them to strike out with them while throwing shuriken.

The white tiger roared as she ran along one to a hoof ninja and knocked him out with an open palm strike to the head.

the other power pony with Peter was Xavin using a barrier to block strikes while covering it with fire to fly and ram into the ninja knocking them over, braking there tentacles and setting them on fire as she smiled saying, "this is too easy!"

the last power pony backing up Spidermane as Zelenna the golden strikes who was slashing the tentacle strikes with her sword before firing off force blast to knock them away. "Even with an upgrade they are still sad! Just less so as this is taking longer!"

Lady ock's four metalarms stretched to try and slash Spidy only for him to jump! His four spider legs slashing each one off leaving them handless and only useable as whips.

Peter was flipping and firing web lines to pull himself out of the way of said whipping as he inches closer and closer! Till he held out his left wrist and fired off a fireball that hit Lady ock.

Lady ock ran around screaming rolling around to put out the fire while removing her melt so the metal didn't melt all over her and he said," this is why the lady ock back home has a force field around her body so you have to go through the tentacles first!"

the police showed up.

Meanwhile in a park The mayor of the City mayor blossom dressed in a dark blue business suit with skirt stockigns and blue heels that went with her pale greyish blue fur white mane and Golden eyes.

she was a slightly older mare slightly on the chunky side but she was still very lovely as she prepared her speak, "the statue behind me is of a shogun who hired the mane killer! An ancestor of mine who cut off her own son's arm eye and slashed his chest leaving him to bleed out. this shogun's statue most be knocked down! A woman who would hire a mare that would not only crush her son's dreams but try to kill him is to evil! My ancestor not only won the rebellion against this bitch but with one arm he became a better swordsmen then mane killer ever could."

In a moment the news crews ran as out walked necro Nag, Andra the Hobogoblin the monster that start the new age by triggering spidermane's arrival! Then the mane killer growling at her descendant.

Mayor blossom was standing her ground as she said, "you bring her back! The shame of my family! The ultimate reason I want Prancer's statue in place of this shogun!"

the Mane killer walked forward dragging her Katana as the Goblin took to the air laughing he sent out a sonic blast that knocked over the statue making the mane killer turn to it! the killer was shocked being forced to focus back on the mare.

necro nag's powers kept the clones in line for her the killer want to kill her male team mate and punish her descendant for siding with males but she couldn't not while necro nag was walking.

the filizon walked up holding her sword out to Blossom's neck the mayor stayed brave as she said," the only one of you that scares me is the goblin!"

necro nag walked up as she said, "yeah but with hydra making a stand keeping most of the power ponies and there three sidekicks business it's just the two bugs the cat and the striped lady coming! Four on four!"

In a moment White tiger jumped out attacking Andras knocking her back as her claws sparked," EAT SHOCK CLAWS!" She said going in for a slash.

Now being a medivel style warrior with no idea what shock meant the filizon raised her shield blocking it but the spark traveled form the claws into the shield in the the warrior woman making her scream in pain.

Ava was fine her suit was shock proof!

the Hobo Goblin's laugh was stopped by a force beam to the mouth as Golden strikes hovered as she said," Can't laugh with a broken jaw!" the goblin held it's broken jaw as it summoned it's sword of fire to shoot fire balls!

the zebra mare flow to avoid them and fired off sword blasts back, "two can play that game! With out that sonic laugh of yours this is a mirror match isn't it!?"

the mane killer was soon knocked back by a swinging in spidermane! His spider legs were broken so he stood stingers out as he said," out of flame thrower duel and spider legs! Bring it!"

the mare charged in going in for slashes only for stingers to block them quickly and to her shock Spidermane blocked and moved his left fist forward landing a stab to her stomach.

the mane killer's eyes widen it was the first time a male had injured her! It would not stand. She growled holding it and going in for more slashes but the spider avoided them blocked and counter attacked continued.

the revived killer roared in rage at this! She was being out matched by a stallion.

Meanwhile the necro nag was holding a gun as She jumped to avoid a stretched out stone fist coming down as a stretching chain flail form Xavin, "Really you think that will work!"

the super changeling flow down and held her other hand out to throw fire! The fire hit the necro nag! But the mare walked through it smiling, "I got my powers in a demon deal! I am fire proof!" she then made her horn glow to fire off a blast of energy!

the super changeling summoned a shield and charged forward with jet power to ram into her as she said," Maybe directly!" the jet ram knocked out the necro nag!

now knocked out her revived minions vanished in puffs of smoke!

Spidermane ran to web her up for the cops, "get a magic jammer on her!"

Mayor blossom smiled as she patted his shoulder," thank you spidermane for all you do! I know I give you keys to the city and a day and all but It just isn't enough to thank you!" she said blushing! Like many mares She found the spider and Prancer to be the two most attracted stallions on the planet! With the spiders brother scarlet coming in as a close third. But thanks to her job she was around both of them a lot it was honestly way she want to keep winning the mayor job.

Spidermane turned and said, "it's nothing I am just doing what's right Ok this is over we power ponied up and now it's time to leave! Got a date to get ready for!" he said spinning a web as Ava jumped form roof top to roof top, leaving Golden stripes and Xavin to fly off.

Mayor blossom sighed, "who ever it is they are a lucky pony.

Later on Mayor Blossom was smiling as she was sitting at a table in a restaurant across form prancer it was a diner date to talk about a contract but the mare was happy as she was still on a date with Prancer now if only it was Spidey!

oh how she did not know!

to be continued


	54. Chapter 54

In the marvel universe Kindred was walking through the x-men mansion! He hummed along as he walked through it looking at doors with students names and he came to the one marked Martha Johnasson.

he made the door opened walked in and came out with a brain in a jar as he said," relax no-girl I am here to give you a new body , well used body! Relax no one is in the used one!"

he said vanishing to a hospital in the power pony universe before spoiled Milk, "She fell into a coma and became brain dead when her husband found out she was jut a gold digger and divorced her you will have full use of her old memories but now she is brain dead and your body dead!"

No girl then spoke up, "And why you do this?"

Kindred smiled as he happily said," simple Little lady As long as it makes headaches for the spider I can do what I want! And you have my pitty!" almost like magic he phased the brain out of it's tank and put it inside of spoiled's body!

Inside of no-girl was viewing her memories of having a loving husband and not caring, a daughter and not giving a shit then drinking herself to the point she got hit by a car while drunk post being dumped.

the brains only thoughts where this was an ungrateful bitch! But As she slowly opened spoiled eyes she couldn't help but be happy as it wasn't that bitches body it was hers.

A doctor walked in and she tried to speak only to make a sound making him see her eye. She hadn't had a body in awhile and this one's joints where numb as shit! She would need to learn how to use it! But it won't look any different form a normal person needing physical therapy.

while learning how to use spoileds body No girl smiled as she walked around the hospital in the hospital pants and shirt. She was shakey on her hooves but was walking with use of a cane, she was also happy Spoiled body lost some mass thanks to coma! She was thinner now but felt like she need to work it out!

something about wanting the muscles to show! This was her greatest second chance yet but also She hadn't tried it yet but she wonder if she kept her powers!

Weeks later She was walking around dressed in jeans a lime green tshirt and black boots she smiled she had been working out and she had spoils body looking pretty and younger the weird thing her nose did was even reversed she was getting compliments.

As she walked she noticed the yak mane-aic robbing a bank in a moment she touched her head and focused trying to use her old powers and it worked.

form her head came a physic pulse that made the mane-aic's mane fall flat she had temporarily turned off her powers.

Sadly for No girl she had been watched.

In hydra's lair Shadow mane or Madame hydra watched it," That mare turned off the freaks powers with that we could end the power ponies bring her to me now!"

not but an hour later in the city Spoiled was running form Mech suit wearing hydra solders.

She saw spidermare swinging in to rip out a powercell, as Deadpool jumped down stabbing one's power back.

As bloodstone and outlaw were taking Aim and shooting at power cells on the backs of mechs form roof tops.

outlaw then spoke up, "why is hydra after our man's ex!?"

Bloodstone jumped down and looked to spoiled," yeah I would like to know that myself?"

Spoiled gulped and said, "would you believe the mind in his is the X-man No girl! Who can turn off other people's powers!"

Deadpool putting up her swords to pull out her guns to Shoot only for a sonic gauntlet to fire a blast knocking her throw a building as she said," THAT IS SEXIEST YOU WHERE AN X-PERSON!"

In a Moment spoiled ducked rolling in to a downed shop of fabric she quickly noticed outlaw and bloodstones new headband like masks! She ripped off some Fabric bite eye holes and put on the mask.

Only for Madame hydra to laugh as she turned to see her, "Oh hello Spoiled! Don't bother my sword beam comes form the leather on the handle not me! nothing for you to switch off!"

The zebra mare went to slash her only for spoiled to avoid it easily as She said," yeah can also read minds and slow reflexes!" she said avoiding a swing and landing a kick to the evil lady's stomach.

madame hydra was send back growling as she said, "Really now knowing my moves and making me slower so you can avoid and counter! You will work for hydra so we may kill the unpowered power ponies!"

Spoiled held her head sending out her psychic signal making the mare freeze, "Nope you are not! I can also Bio hack but fuck this is hard!"

She said making the Zebra mare point her blade at her own neck! The mare was trying to fight her arms struggling to move the blade to her neck, " doesn't matter we have clone revival! We will have your power to take away powers forawhile FOR HYDRA!" She spoke as the sword went through her neck.

Spoiled sighed as she said," … there goes that normal life I dreamed of!"

months later No girl was in the rich manor Tiara liked the new version of her birth mom better and she joined herd rich!

She had also changed her mane and tail color to orange it was enough to fool hydra. She was also walking out in a new outfit Black pants yellow boots yellow belt black long sleeve with yellow shoulder bads and yellow gloves. With a yellow x over the chest she smiled as she said," always want to wear a standard uniform!"

She said smiling as Wanda Teresa , Inez and Elsa comment, "yeah but no girl won't work!"

Wanda held chin as spoiled now going by her brains name of Martha said," Well what will work!" Deadpool then put the fabric mask on her and said, "Brain drain!"

Teresa rolled her eyes, "she doesn't drain brains she turns off powers and hacks bodies! So not going with that!"

the cow girl then said " how about Bio-hack!"

the monster hunter held her chin, "that works for me! how about you martha!"

Martha smiled as she said, "works for me too! Bio hack you know the five of us need a team name!"

Deadpool made an x with her arms," X FORCE!"

Filthy walked by and said," I have five super hero wives… I am a happy stallion!"

Tiara walked by saying, "yeah and also Martha thanks for replaying my birth mom Love you way better then I could ever love her!"

elly walked up and blinked," ouch how big of a bitch was she?"

Cherry then crawled up and took out of passafirer to say, "massive!" they all looked Cherry's first words was a joke!

Wanda picked her up and gave her a big happy hug, "that's my little foal!"

Tiara blinked as she said, "Elly we need to up our pun game!"

form this day forward Biohack would be hydra's main target with plans to use her to kill the spider! So this was kindred fifth event as Hydra now had a way to put him and the power ponies down! If they could get her first.

to be continued.


End file.
